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PERDOCEO EDUCATION Corp Director's Dealing 2016

May 25, 2016

31526_dirs_2016-05-25_e6e8d933-3b38-47e3-8e54-e30f97923733.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CAREER EDUCATION CORP (CECO)
CIK: 0001046568
Period of Report: 2016-05-24

Reporting Person: Cederoth Andrew J (SVP and CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-05-24 Common Stock A 10176 $0.00 Acquired 10176 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2016-05-24 Non-Qualified Stock Option (right to buy) $5.96 A 57176 Acquired 2026-05-24 Common Stock (57176) Direct
2016-05-24 Cash-Settled RSU $ A 10176 Acquired 2020-06-14 Common Stock (10176) Direct

Footnotes

F1: Restricted stock units granted pursuant to the Career Education Corporation 2016 Incentive Compensation Plan, with each unit representing the contingent right to receive one share of Issuer's common stock. The units shall vest in four equal installments on each of June 14, 2017, 2018, 2019 and 2020.

F2: Exercisable in four equal installments on each of June 14, 2017, 2018, 2019 and 2020.

F3: Each cash-settled RSU is the economic equivalent of one share of Issuer's common stock.

F4: This grant of cash-settled RSUs was approved by the Compensation Committee of Issuer's Board of Directors on May 24, 2016 pursuant to the Career Education Corporation 2016 Incentive Compensation Plan. The cash-settled RSUs shall vest in four equal installments on each of June 14, 2017, 2018, 2019 and 2020.