PERDOCEO EDUCATION Corp — Director's Dealing 2016

Mar 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CAREER EDUCATION CORP (CECO)
CIK: 0001046568
Period of Report: 2016-03-07

Reporting Person: NELSON TODD S (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-07	Common Stock	A	76044	$0.00	Acquired	135568	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-07	Cash-Settled RSU	$	A	76044	Acquired	2020-03-14	Common Stock (76044)	Direct
2016-03-07	Non-Qualified Stock Option (right to buy)	$4.49	A	423608	Acquired	2026-03-07	Common Stock (423608)	Direct

Footnotes

F1: 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 shall vest in four equal installments on each of March 14, 2017, 2018, 2019 and 2020, subject to the achievement of certain performance criteria.

F2: Includes 135,568 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.

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 March 7, 2016 pursuant to the Career Education Corporation 2008 Incentive Compensation Plan. The cash-settled RSUs shall vest in four equal installments on each of March 14, 2017, 2018, 2019 and 2020, subject to the achievement of certain performance criteria.

F5: Exercisable in four equal installments on each of March 14, 2017, 2018, 2019 and 2020.