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*
FLUGE NICK
(Last) (First) (Middle)
5550 PRAIRIE STONE PARKWAY
SUITE 400
(Street)
HOFFMAN ESTATES IL 60195
(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)
Pres., Online Education Group
3. Date of Earliest Transaction (Month/Day/Year)
05/27/2004
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 05/27/2004 M 16,000 A $4.6563 24,738 D
Common Stock 05/27/2004 M 32,500 A $22.065 57,238 D
Common Stock 05/27/2004 M 20,000 A $29.35 77,238 D
Common Stock 05/27/2004 M 32,500 A $12.625 109,738 D
Common Stock 05/27/2004 S 208 D $66.4 109,530 D
Common Stock 05/27/2004 S 200 D $66.36 109,330 D
Common Stock 05/27/2004 S 136 D $66.34 109,194 D
Common Stock 05/27/2004 S 2,256 D $66.33 106,938 D
Common Stock 05/27/2004 S 5,000 D $66.25 101,938 D
Common Stock 05/27/2004 S 1,000 D $66.21 100,938 D
Common Stock 05/27/2004 S 4,300 D $66.2 96,638 D
Common Stock 05/27/2004 S 500 D $66.19 96,138 D
Common Stock 05/27/2004 S 1,000 D $66.17 95,138 D
Common Stock 05/27/2004 S 400 D $66.16 94,738 D
Common Stock 05/27/2004 S 5,600 D $66.15 89,138 D
Common Stock 05/27/2004 S 1,700 D $66.14 87,438 D
Common Stock 05/27/2004 S 1,300 D $66.13 86,138 D
Common Stock 05/27/2004 S 2,800 D $66.12 83,338 D
Common Stock 05/27/2004 S 2,100 D $66.11 81,238 D
Common Stock 05/27/2004 S 12,200 D $66.1 69,038 D
Common Stock 05/27/2004 S 5,917 D $66.09 63,121 D
Common Stock 05/27/2004 S 1,503 D $66.08 61,618 D
Common Stock 05/27/2004 S 3,535 D $66.07 58,083 D
Common Stock 05/27/2004 S 5,700 D $66.06 52,383 D
Common Stock 05/27/2004 S 6,607 D $66.05 45,776 D
Common Stock 05/27/2004 S 2,200 D $66.04 43,576 D
Common Stock 05/27/2004 S 8,000 D $66.03 35,576 D
Common Stock 05/27/2004 S 4,459 D $66.02 31,117 D
Common Stock 05/27/2004 S 800 D $66.01 30,317 D
Common Stock 05/27/2004 S 21,579 D $66 8,738(1) 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
Stock Option (right to buy) $4.6563 05/27/2004 M 16,000 05/20/2004 05/19/2019 Common Stock 16,000 $0 0 D
Stock Option (right to buy) $22.065 05/27/2004 M 32,500 (2) 05/16/2012 Common Stock 32,500 $0 65,000 D
Stock Option (right to buy) $29.35 05/27/2004 M 20,000 (3) 05/18/2013 Common Stock 20,000 $0 60,000 D
Stock Option (right to buy) $12.625 05/27/2004 M 32,500 (4) 05/10/2011 Common Stock 32,500 $0 87,500 D
Explanation of Responses:
1. All of which were purchased under the Company's Employee Stock Purchase Plan.
2. Immediately exercisable as to 32,500 of the underlying shares of Common Stock and exercisable as to 32,500 of the remaining underlying shares on each of May 17, 2005 and 2006.
3. Immediately exercisable as to 20,000 of the underlying shares of Common Stock and exercisable as to 20,000 of the remaining underlying shares on each of May 19, 2005, 2006 and 2007.
4. Immediately exercisable as to 60,000 of the underlying shares of Common Stock and exercisable as to 60,000 of the remaining underlying shares on May 11, 2005.
/s/ Nick Fluge 06/01/2004
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.