X0306 4 2019-09-20 0 0001046568 CAREER EDUCATION CORP CECO 0001316824 Ayers Jeffrey David CAREER EDUCATION CORPORATION 231 N. MARTINGALE ROAD SCHAUMBURG IL 60173 0 1 0 0 SVP, General Counsel Common Stock 2019-09-20 4 M 0 19325 7.33 A 219100 D Common Stock 2019-09-20 4 M 0 20364 8.63 A 239464 D Common Stock 2019-09-20 4 S 0 39689 17.15 D 199775 D Non-Qualified Option (right to buy) 7.33 2019-09-20 4 M 0 19325 0.00 D 2024-03-04 Common Stock 19325 28215 D Non-Qualified Option (right to buy) 8.63 2019-09-20 4 M 0 20364 0.00 D 2022-02-28 Common Stock 20364 0 D 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 August 12, 2019. This transaction was executed in multiple trades at prices ranging from $17.00 to $17.82. 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. Includes 150,897 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. On March 4, 2014 the Reporting Person was granted 47,540 non-qualified stock options. The option grant vested in four installments on March 14, 2015, 2016, 2017 and 2018. On March 1, 2012 the Reporting Person was granted 20,364 non-qualified stock options. The option grant vested in four installments on March 1, 2013, 2014, 2015 and 2016. Jeffrey D. Ayers by POA: Michele R. Chaffee 2019-09-23