PERDOCEO EDUCATION Corp — Director's Dealing 2017

Jun 15, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CAREER EDUCATION CORP (CECO)
CIK: 0001046568
Period of Report: 2017-06-14

Reporting Person: Hurst Andrew (SVP, CTU)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-14	Common Stock	M	3659	—	Acquired	108562	Direct
2017-06-14	Common Stock	D	3659	$9.80	Disposed	104903	Direct
2017-06-14	Common Stock	M	4531	—	Acquired	109434	Direct
2017-06-14	Common Stock	F	1410	$9.80	Disposed	108024	Direct
2017-06-14	Common Stock	F	1138	$9.80	Disposed	106886	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-14	Cash-Settled RSU	$	M	3659	Disposed	2018-06-14	Common Stock (3659)	Direct
2017-06-14	Stock-Settled RSU	$	M	4531	Disposed	2018-06-14	Common Stock (4531)	Direct

Footnotes

F1: Each cash-settled RSU is the economic equivalent of one share of Issuer's common stock.

F2: Each stock-settled RSU represents the contingent right to receive one share of Issuer's common stock; however, in the event of an involuntary termination of employment by the Company (other than for cause), any unvested stock-settled RSUs will be settled in cash based on the preceding 30-day average closing price of Issuer's common stock.

F3: Reflects shares of common stock surrendered to the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock or stock units.

F4: Includes 78,916 restricted stock units granted pursuant to the Career Education Corporation 2008 or 2016 Incentive Compensation Plans, with each unit representing the contingent right to receive one share of Issuer's common stock.

F5: The remaining cash-settled RSUs vest in one additional installment on June 14, 2018.

F6: The remaining stock-settled RSUs vest in one additional installment on June 14, 2018.