SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Kulkarni Manoj Govind

(Last)

(First)

(Middle)

231 N. MARTINGALE ROAD

(Street)

SCHAUMBURG

60173

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/22/2012

3. Issuer Name and Ticker or Trading Symbol
CAREER EDUCATION CORP [ CEC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP AND CIO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	40,746⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non- Qualified Stock Option (right to buy)	⁽²⁾	03/12/2018	Common Stock	10,000	$13.32	D
Non- Qualified Stock Option (right to buy)	⁽³⁾	02/24/2019	Common Stock	7,093	$26.15	D
Non- Qualified Stock Option (right to buy)	⁽⁴⁾	03/02/2020	Common Stock	11,140	$29.02	D
Non- Qualified Stock Option (right to buy)	⁽⁵⁾	03/13/2021	Common Stock	14,724	$21.8	D

Explanation of Responses:

1. Of these shares, 37,232 represents the maximum number of shares that have or could become vested assuming full satisfaction of vesting requirements; and 3,514 shares are owned directly.

2. Immediately exercisable.

3. Immediately exercisable as to 3,546 of the underlying shares of common stock, excercisable as to 1,773 of the underlying shares on February 25, 2012 and exercisable as to 1,774 of the remaining underlying shares on February 25, 2013.

4. Immediately exercisable as to 2,785 of the underlying shares of common stock and exercisable as to 2,785 of the remaining underlying shares on each of March 3, 2012, March 3, 2013, and March 3, 2014.

5. Exercisable as to 3,681 of the underlying shares of common stock on each of March 14, 2012, March 14, 2013, March 14, 2014, and March 14, 2015.

	By Gail B. Rago, pursuant to POA for Manoj G. Kulkarni	01/31/2012
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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