0001181431-12-056203.txt : 20121102 0001181431-12-056203.hdr.sgml : 20121102 20121102090620 ACCESSION NUMBER: 0001181431-12-056203 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121023 FILED AS OF DATE: 20121102 DATE AS OF CHANGE: 20121102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McLean Colon S. CENTRAL INDEX KEY: 0001561030 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23245 FILM NUMBER: 121175231 MAIL ADDRESS: STREET 1: 231 N. MARTINGALE ROAD CITY: SCHAUMBURG STATE: IL ZIP: 60173 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CAREER EDUCATION CORP CENTRAL INDEX KEY: 0001046568 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 363932190 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 231 N. MARTINGALE ROAD CITY: SCHAUMBURG STATE: IL ZIP: 60173 BUSINESS PHONE: 8477813600 MAIL ADDRESS: STREET 1: 231 N. MARTINGALE ROAD CITY: SCHAUMBURG STATE: IL ZIP: 60173 3 1 rrd359176.xml FORM 3 X0206 3 2012-10-23 0 0001046568 CAREER EDUCATION CORP CECO 0001561030 McLean Colon S. 231 N. MARTINGALE ROAD SCHAUMBURG IL 60173 0 1 0 0 SVP, Chief Human Res. Off. Common Stock 47008 D Non-Qualified Stock Option (right to buy) 19.38 2018-08-17 Common Stock 12670 D Non-Qualified Stock Option (right to buy) 26.15 2019-02-24 Common Stock 7594 D Non-Qualified Stock Option (right to buy) 29.02 2020-03-02 Common Stock 9652 D Non-Qualified Stock Option (right to buy) 21.80 2021-03-13 Common Stock 11536 D Non-Qualified Stock Option (right to buy) 8.63 2022-02-28 Common Stock 9356 D Includes 21,829 unvested restricted shares and 15,440 unvested restricted stock units granted pursuant to the Career Education Corporation 2008 Incentive Compensation Plan, with each restricted stock unit representing a contingent right to receive one share of common stock. Immediately exercisable. Immediately exercisable as to 5,695 of the underlying shares of common stock and exercisable as to1,899 of the remaining underlying shares on February 25, 2013. Immediately exercisable as to 4,826 of the underlying shares of common stock and exercisable as to 4,826 of the remaining underlying shares in equal installments on each of March 3, 2013 and 2014. Immediately exercisable as to 2,884 of the underlying shares of common stock and exercisable as to 8,652 of the remaining underlying shares in equal installments on each of March 14, 2013, 2014 and 2015. Exercisable as to 2,339 of the underlying shares of common stock on each of March 1, 2013, 2014, 2015 and 2016. By: Gail B Rago, pursuant to POA For: Colon S. McLean 2012-11-02 EX-24. 2 rrd322317_364402.htm POWER OF ATTORNEY

POWER OF ATTORNEY

Know all by these presents that the undersigned hereby constitutes and appoints each of Jeffrey D. Ayers, Greg E. Jansen and Gail B. Rago, signing singly, the undersigned’s true and lawful attorney-in-fact to:

  1.   prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the United States Securities and Exchange Commission a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes, passwords, and passphrases enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC;

  2.   execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Career Education Corporation (“CEC”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

  3.   do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

  4.   take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of, and transactions in, CEC securities, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 24th day of October, 2012.

/s/ Colon S. McLean
Signature

Colon S. McLean
Name