PERDOCEO EDUCATION Corp — Director's Dealing 2018

Mar 8, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CAREER EDUCATION CORP (CECO)
CIK: 0001046568
Period of Report: 2018-03-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-06	Common Stock	A	7704	$0.00	Acquired	130709	Direct
2018-03-06	Common Stock	A	7000	$0.00	Acquired	137709	Direct
2018-03-06	Common Stock	A	19263	$0.00	Acquired	156972	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-06	Non-Qualified Stock Option (right to buy)	$13.80	A	25280	Acquired	2028-03-06	Common Stock (25280)	Direct

Footnotes

F1: Time-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. These units vest in four equal installments on each of March 14, 2019, 2020, 2021 and 2022.

F2: 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 March 14, 2021, subject to the achievement of certain performance criteria.

F3: Includes 121,924 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: Exercisable in four equal installments on each of March 14, 2019, 2020, 2021 and 2022.