PERDOCEO EDUCATION Corp — Director's Dealing 2018

May 7, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CAREER EDUCATION CORP (CECO)
CIK: 0001046568
Period of Report: 2018-05-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-03	Common Stock	M	77572	$2.72	Acquired	213714	Direct
2018-05-03	Common Stock	S	55956	$14.00	Disposed	157758	Direct
2018-05-03	Common Stock	S	13227	$14.00	Disposed	144531	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-03	Non-Qualified Option (right to buy)	$2.72	M	77572	Disposed	2023-03-04	Common Stock (77572)	Direct

Footnotes

F1: The option exercise and sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 14, 2018.

F2: This transaction was executed in multiple trades at prices ranging from $14.00 to $14.01. 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.

F3: Includes 73,503 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: On March 4, 2013 the Reporting Person was granted 77,572 non-qualified stock options. The option grant vested in four installments on March 14, 2014, 2015, 2016 and 2017.