X0306 4 2017-03-06 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 2017-03-06 4 A 0 41752 0.00 A 297692 D Non-Qualified Stock Option (right to buy) 8.30 2017-03-06 4 A 0 122516 0.00 A 2027-03-06 Common Stock 122516 122516 D Restricted stock units granted pursuant to the Career Education Corporation 2016 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, 2018, 2019, 2020 and 2021, subject to achievement of the applicable performance condition. Includes 287,439 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. Exercisable in four equal installments on each of March 14, 2018, 2019, 2020 and 2021. Todd S. Nelson by POA: Gail B. Rago 2017-03-08