PERDOCEO EDUCATION Corp — Director's Dealing 2016

Mar 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CAREER EDUCATION CORP (CECO)
CIK: 0001046568
Period of Report: 2016-03-14

Reporting Person: MCCRAY RONALD D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-14	Common Stock	F	59520	$4.60	Disposed	212099	Direct
2016-03-14	Common Stock	M	8493	—	Acquired	220592	Direct
2016-03-14	Common Stock	D	8493	$4.60	Disposed	212099	Direct
2016-03-14	Common Stock	D	62500	$0.00	Disposed	149599	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-14	Cash-Settled RSU	$	M	8493	Disposed	2016-03-14	Common Stock (8493)	Direct
2016-03-14	Cash-Settled RSU	$	D	2831	Disposed	2016-03-14	Common Stock (2831)	Direct

Footnotes

F1: Reflects shares of common stock surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of restricted stock or stock units.

F2: Each cash-settled RSU is the economic equivalent of one share of Issuer's common stock.

F3: Reflects forfeiture of a portion of performance-based restricted-stock units.

F4: Includes 14,619 deferred stock units ("DSU") granted pursuant to the Career Education Corporation 2008 Incentive Compensation Plan, with each DSU representing a contingent right to receive one share of Issuer's common stock upon Reporting Person's termination of service from the Issuer.