PERDOCEO EDUCATION Corp — Director's Dealing 2020

May 14, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PERDOCEO EDUCATION Corp (PRDO)
CIK: 0001046568
Period of Report: 2020-05-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-12	Common Stock	S	6576	$15.00	Disposed	206676	Direct
2020-05-12	Common Stock	M	22363	$4.49	Acquired	229039	Direct
2020-05-12	Common Stock	M	6320	$13.80	Acquired	235359	Direct
2020-05-12	Common Stock	M	7274	$8.30	Acquired	242633	Direct
2020-05-12	Common Stock	S	35957	$15.00	Disposed	206676	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-12	Non-Qualified Option (right to buy)	$4.49	M	22363	Disposed	2026-03-07	Common Stock (22363)	Direct
2020-05-12	Non-Qualified Option (right to buy)	$13.80	M	6320	Disposed	2028-03-06	Common Stock (6320)	Direct
2020-05-12	Non-Qualified Option (right to buy)	$8.30	M	7274	Disposed	2027-03-06	Common Stock (7274)	Direct

Footnotes

F1: The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 24, 2020.

F2: 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 February 24, 2020.

F3: This transaction was executed in multiple trades at prices ranging from $15.00 to $15.01. 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.

F4: Includes 166,897 restricted stock units granted pursuant to the Issuer's 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 7, 2016 the Reporting Person was granted 100,608 non-qualified stock options. The option grant vested in four installments on March 14, 2017, 2018, 2019 and 2020.

F6: On March 6, 2018 the Reporting Person was granted 25,280 non-qualified stock options. The option grant vests in four installments on March 14, 2019, 2020, 2021 and 2022.

F7: On March 6, 2017 the Reporting Person was granted 29,096 non-qualified stock options. The option grant vests in four installments on March 14, 2018, 2019, 2020 and 2021.