PERDOCEO EDUCATION Corp — Director's Dealing 2019

Sep 24, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CAREER EDUCATION CORP (CECO)
CIK: 0001046568
Period of Report: 2019-09-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-09-23	Common Stock	M	17184	$5.90	Acquired	216959	Direct
2019-09-23	Common Stock	M	28215	$7.33	Acquired	245174	Direct
2019-09-23	Common Stock	M	46532	$4.49	Acquired	291706	Direct
2019-09-23	Common Stock	S	45399	$17.02	Disposed	246307	Direct
2019-09-23	Common Stock	S	46532	$17.02	Disposed	199775	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-09-23	Non-Qualified Option (right to buy)	$5.90	M	17184	Disposed	2025-03-06	Common Stock (17184)	Direct
2019-09-23	Non-Qualified Option (right to buy)	$7.33	M	28215	Disposed	2024-03-04	Common Stock (28215)	Direct
2019-09-23	Non-Qualified Option (right to buy)	$4.49	M	46532	Disposed	2026-03-07	Common Stock (46532)	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 August 12, 2019.

F2: This transaction was executed in multiple trades at prices ranging from $17.00 to $17.06. 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: This transaction was executed in multiple trades at prices ranging from $17.00 to $17.05. 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.

F4: Includes 150,897 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: On March 6, 2015 the Reporting Person was granted 43,980 non-qualified stock options. The option grant vested in four installments on March 14, 2016, 2017, 2018 and 2019.

F6: On March 4, 2014 the Reporting Person was granted 47,540 non-qualified stock options. The option grant vested in four installments on March 14, 2015, 2016, 2017 and 2018.

F7: On March 7, 2016 the Reporting Person was granted 100,608 non-qualified stock options. The option grant vests in four installments on March 14, 2017, 2018, 2019 and 2020.