PERDOCEO EDUCATION Corp — Director's Dealing 2018

Dec 18, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CAREER EDUCATION CORP (CECO)
CIK: 0001046568
Period of Report: 2018-12-14

Reporting Person: Kline John Robert (SVP, AIU)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-14	Common Stock	A	82521	$0.00	Acquired	190020	Direct
2018-12-14	Common Stock	M	4060	—	Acquired	194080	Direct
2018-12-14	Common Stock	D	4060	$12.64	Disposed	190020	Direct
2018-12-14	Common Stock	F	1503	$12.64	Disposed	188517	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-14	Cash-Settled RSU	$	M	4060	Disposed	2019-12-14	Common Stock (4060)	Direct

Footnotes

F1: Performance-based restricted stock units granted pursuant to the Career Education Corporation 2016 Incentive Compensation Plan, with each unit representing the contingent right to receive one share of Issuer's common stock. This amount represents the maximum possible number of shares that could be issued. These units vest on December 14, 2021, subject to the achievement of certain performance criteria.

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

F3: 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.

F4: Includes 150,344 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 December 14, 2019.