PERDOCEO EDUCATION Corp — Director's Dealing 2018

Mar 16, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CAREER EDUCATION CORP (CECO)
CIK: 0001046568
Period of Report: 2018-03-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-14	Common Stock	F	6202	$13.85	Disposed	151129	Direct
2018-03-14	Common Stock	F	9303	$13.85	Disposed	141826	Direct
2018-03-14	Common Stock	F	1931	$13.85	Disposed	139895	Direct
2018-03-14	Common Stock	F	653	$13.85	Disposed	139242	Direct
2018-03-14	Common Stock	F	2001	$13.85	Disposed	137241	Direct
2018-03-14	Common Stock	F	1099	$13.85	Disposed	136142	Direct
2018-03-14	Common Stock	M	2069	—	Acquired	138211	Direct
2018-03-14	Common Stock	D	2069	$13.85	Disposed	136142	Direct
2018-03-14	Common Stock	M	4515	—	Acquired	140657	Direct
2018-03-14	Common Stock	D	4515	$13.85	Disposed	136142	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-14	Cash-Settled RSU	$	M	2069	Disposed	2019-03-14	Common Stock (2069)	Direct
2018-03-14	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 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: The remaining cash-settled RSUs vest in one additional installment on March 14, 2019.

F5: The remaining cash-settled RSUs vest in two additional installments on March 14, 2019 and 2020.