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: Cooper Jeffrey R (SVP, Chief Compliance Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-14	Common Stock	F	508	$4.60	Disposed	16540	Direct
2016-03-14	Common Stock	A	28000	$0.00	Acquired	44540	Direct
2016-03-14	Common Stock	F	301	$4.60	Disposed	44239	Direct
2016-03-14	Common Stock	M	996	—	Acquired	45235	Direct
2016-03-14	Common Stock	D	996	$4.60	Disposed	44239	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-14	Cash-Settled RSU	$	M	996	Disposed	2019-03-14	Common Stock (996)	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: Performance-based restricted stock units granted pursuant to the Career Education Corporation 2008 Incentive Compensation Plan, with each unit representing the contingent right to receive one share of Issuer's common stock. The units vest 20% on March 14, 2017, 50% on March 14, 2018 and 30% on March 14, 2019, subject to the achievement of certain performance criteria.

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

F4: Includes 41,306 restricted stock units granted pursuant to the Career Education Corporation 2008 Incentive Compensation Plan, with each unit representing the contingent right to receive one share of Issuer's common stock.

F5: The remaining cash-settled RSUs vest in three additional installments on March 14, 2017, 2018 and 2019.