PERDOCEO EDUCATION Corp — Director's Dealing 2017

Mar 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CAREER EDUCATION CORP (CECO)
CIK: 0001046568
Period of Report: 2017-03-14

Reporting Person: Ayers Jeffrey David (SVP, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-14	Common Stock	F	1992	$7.95	Disposed	146123	Direct
2017-03-14	Common Stock	F	946	$7.95	Disposed	145177	Direct
2017-03-14	Common Stock	F	2064	$7.95	Disposed	143113	Direct
2017-03-14	Common Stock	M	10666	—	Acquired	154779	Direct
2017-03-14	Common Stock	D	10666	$7.95	Disposed	143113	Direct
2017-03-14	Common Stock	M	2069	—	Acquired	145182	Direct
2017-03-14	Common Stock	D	2069	$7.95	Disposed	143113	Direct
2017-03-14	Common Stock	M	4515	—	Acquired	147628	Direct
2017-03-14	Common Stock	D	4515	$7.95	Disposed	143113	Direct
2017-03-14	Common Stock	F	5548	$7.95	Disposed	137565	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-14	Cash-Settled RSU	$	M	10666	Disposed	2017-03-14	Common Stock (10666)	Direct
2017-03-14	Cash-Settled RSU	$	M	2069	Disposed	2019-03-14	Common Stock (2069)	Direct
2017-03-14	Cash-Settled RSU	$	M	4515	Disposed	2020-03-14	Common Stock (4515)	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: Includes 87,957 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.

F4: The remaining cash-settled RSUs vest in two additional installments on March 14, 2018 and 2019.

F5: The remaining cash-settled RSUs vest in three equal installments on March 14, 2018, 2019 and 2020.