X0306 4 2016-03-07 0 0001046568 CAREER EDUCATION CORP CECO 0001237505 NELSON TODD S CAREER EDUCATION CORPORATION 231 N. MARTINGALE ROAD SCHAUMBURG IL 60173 1 1 0 0 President & CEO Common Stock 2016-03-07 4 A 0 76044 0.00 A 135568 D Cash-Settled RSU 2016-03-07 4 A 0 76044 0.00 A 2020-03-14 Common Stock 76044 76044 D Non-Qualified Stock Option (right to buy) 4.49 2016-03-07 4 A 0 423608 0.00 A 2026-03-07 Common Stock 423608 423608 D Restricted stock units granted pursuant to the Career Education Corporation 2008 Incentive Compensation Plan, with each unit representing the contingent right to receive one share of Issuer's common stock. The units shall vest in four equal installments on each of March 14, 2017, 2018, 2019 and 2020, subject to the achievement of certain performance criteria. Includes 135,568 restricted stock units granted pursuant to the Career Education Corporation 2008 Incentive Compensation Plan, with each unit representing the contingent right to receive one share of Issuer's common stock. Each cash-settled RSU is the economic equivalent of one share of Issuer's common stock. This grant of cash-settled RSUs was approved by the Compensation Committee of Issuer's Board of Directors on March 7, 2016 pursuant to the Career Education Corporation 2008 Incentive Compensation Plan. The cash-settled RSUs shall vest in four equal installments on each of March 14, 2017, 2018, 2019 and 2020, subject to the achievement of certain performance criteria. Exercisable in four equal installments on each of March 14, 2017, 2018, 2019 and 2020. Todd S. Nelson by POA: Gail B. Rago 2016-03-08