SEC FORM 4/A

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^*

Kline John Robert

(Last)

(First)

(Middle)

PERDOCEO EDUCATION CORPORATION

1750 E. GOLF ROAD

(Street)

SCHAUMBURG

60173

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PERDOCEO EDUCATION Corp [ PRDO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/26/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/28/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/26/2022		S		1,637⁽¹⁾	D	$11.49	175,361	D
Common Stock	10/26/2022		M		2,625	A	$8.3	177,986	D
Common Stock	10/26/2022		S		2,625⁽²⁾	D	$11.49	175,361⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Option (right to buy)	$8.3	10/26/2022		M			2,625⁽²⁾	⁽⁴⁾	03/06/2027	Common Stock	2,625	$0.00	23,411	D

Explanation of Responses:

1. The sale reported on the Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 29, 2022.

2. The option exercise and sale reported on the Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 29, 2022.

3. Includes 102,208 unvested restricted stock units granted pursuant to the Issuer's 2008 or 2016 Incentive Compensation Plans, with each unit representing the contingent right to receive one share of Issuer's common stock.

4. On March 6, 2017 the Reporting Person was granted 26,036 non-qualified stock options. The option grant vested in four installments on March 14, 2018, 2019, 2020 and 2021.

Remarks:

On October 28, 2022, Reporting Person filed a Form 4 which inadvertently omitted the exercise of a non-qualified stock option and the sale of restricted stock, showing only the sale of the underlying stock from the exercised options. Those omitted transactions have been corrected in this amendment.

	John Robert Kline by POA: Jeff Wigfield	10/28/2022
	** 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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