X0306 4 2018-03-06 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 2018-03-06 4 A 0 40836 0.00 A 311434 D Common Stock 2018-03-06 4 A 0 102087 0.00 A 413521 D Non-Qualified Stock Option (right to buy) 13.80 2018-03-06 4 A 0 133972 0.00 A 2028-03-06 Common Stock 133972 133972 D Time-based 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. These units vest in four equal installments on each of March 14, 2019, 2020, 2021 and 2022. Performance-based 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. This amount represents the maximum possible number of shares that could be issued. These units vest on March 14, 2021, subject to the achievement of certain performance criteria. Includes 371,470 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, 2019, 2020, 2021 and 2022. Todd S. Nelson by POA: Jeffrey D. Ayers 2018-03-08