PERDOCEO EDUCATION Corp — Director's Dealing 2018

Sep 7, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CAREER EDUCATION CORP (CECO)
CIK: 0001046568
Period of Report: 2018-09-05

Reporting Person: Wang Richard D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-09-05	Common Stock	S	58692	$15.4785	Disposed	1059966	Indirect
2018-09-05	Common Stock	S	25255	$15.4785	Disposed	456087	Indirect
2018-09-06	Common Stock	S	75509	$15.0789	Disposed	984457	Indirect
2018-09-06	Common Stock	S	32491	$15.0789	Disposed	423596	Indirect
2018-09-07	Common Stock	S	40588	$15.054	Disposed	943869	Indirect
2018-09-07	Common Stock	S	17465	$15.054	Disposed	406131	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2928	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $15.25 to $15.85. The price reported in Column 4 reflects the weighted average purchase price. The reporting person hereby undertakes to provide, upon written request, to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions were effected.

F2: The securities are held by Tenzing Global Investors Fund I LP, a Delaware limited partnership ("Fund I"). Tenzing Global Management LLC, a Delaware limited liability company ("Tenzing Global Management"), is the investment advisor of Fund I. Richard Wang is the Managing Member of Tenzing Global Management, and may be deemed to share voting and investment power over the shares held of record by Fund I. Mr. Wang disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his pecuniary interest therein.

F3: The securities are held by accounts managed by Tenzing Global Management on a discretionary basis (the "Parallel Account"). Mr. Wang may be deemed to share voting and investment power over the shares held of record by the Parallel Account. Mr. Wang disclaims beneficial ownership of all shares held by the Parallel Account except to the extent of his pecuniary interest therein.

F4: This transaction was executed in multiple trades at prices ranging from $14.96 to $15.40. The price reported in Column 4 reflects the weighted average purchase price. The reporting person hereby undertakes to provide, upon written request, to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions were effected.

F5: This transaction was executed in multiple trades at prices ranging from $15.00 to $15.11. The price reported in Column 4 reflects the weighted average purchase price. The reporting person hereby undertakes to provide, upon written request, to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions were effected.

F6: Includes 2,928 deferred stock units (each a "DSU") granted pursuant to the Career Education Corporation 2008 Incentive Compensation Plan with each DSU representing a contingent right to receive one share of common stock upon Mr. Wang's termination of service from the Issuer. The DSUs are fully vested.