Perdoceo Education (PRDO) Form 4 CAREER EDUCATION / Jeffrey David Ayers ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ayers Jeffrey David

(Last) (First) (Middle)

CAREER EDUCATION CORPORATION

231 N. MARTINGALE ROAD

(Street)

SCHAUMBURG IL 60173

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CAREER EDUCATION CORP [ CECO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/14/2017		F		1,992(1)	D	$7.95	146,123	D
Common Stock	03/14/2017		F		946(1)	D	$7.95	145,177	D
Common Stock	03/14/2017		F		2,064(1)	D	$7.95	143,113	D
Common Stock	03/14/2017		M		10,666	A	(2)	154,779	D
Common Stock	03/14/2017		D		10,666	D	$7.95	143,113	D
Common Stock	03/14/2017		M		2,069	A	(2)	145,182	D
Common Stock	03/14/2017		D		2,069	D	$7.95	143,113	D
Common Stock	03/14/2017		M		4,515	A	(2)	147,628	D
Common Stock	03/14/2017		D		4,515	D	$7.95	143,113	D
Common Stock	03/14/2017		F		5,548(1)	D	$7.95	137,565(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Cash-Settled RSU	(2)	03/14/2017		M			10,666	03/14/2017	03/14/2017	Common Stock	10,666	(2)	0	D
Cash-Settled RSU	(2)	03/14/2017		M			2,069	(4)	03/14/2019	Common Stock	2,069	(2)	4,138	D
Cash-Settled RSU	(2)	03/14/2017		M			4,515	(5)	03/14/2020	Common Stock	4,515	(2)	13,545	D

Explanation of Responses:

1. 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.

2. Each cash-settled RSU is the economic equivalent of one share of Issuer's common stock.

3. Includes 87,957 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.

4. The remaining cash-settled RSUs vest in two additional installments on March 14, 2018 and 2019.

5. The remaining cash-settled RSUs vest in three equal installments on March 14, 2018, 2019 and 2020.

Remarks:

	Jeffrey D. Ayers by POA: Gail B. Rago	03/16/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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