Edgar Filing: CAREER EDUCATION CORP

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Czeszewski David C.

2. Date of Event Requiring Statement (Month/Day/Year)
05/24/2016

3. Issuer Name and Ticker or Trading Symbol
CAREER EDUCATION CORP [CECO]

(Last)

(First)

(Middle)

CAREER EDUCATION CORPORATION,Â 231 N. MARTINGALE ROAD

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP, CIO

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

SCHAUMBURG,Â ILÂ 60173

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	86,502.8562 ⁽¹⁾	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	Â ⁽²⁾	03/18/2017	Common Stock	5,000	$ 29.68	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽³⁾	03/06/2025	Common Stock	21,704	$ 5.9	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽⁴⁾	03/07/2026	Common Stock	51,216	$ 4.49	D	Â
Cash-Settled RSU	Â ⁽⁵⁾	03/14/2020	Common Stock	9,268	$ ⁽⁶⁾	D	Â
Cash-Settled RSU	03/14/2017	03/14/2017	Common Stock	6,760	$ ⁽⁶⁾	D	Â
Cash-Settled RSU	Â ⁽⁷⁾	03/14/2018	Common Stock	8,370	$ ⁽⁶⁾	D	Â
Cash-Settled RSU	Â ⁽⁸⁾	03/14/2019	Common Stock	3,063	$ ⁽⁶⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Czeszewski David C. CAREER EDUCATION CORPORATION 231 N. MARTINGALE ROAD SCHAUMBURG,Â ILÂ 60173	Â	Â	Â SVP, CIO	Â

Signatures

David C. Czeszewski by POA: Gail B. Rago		06/03/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Includes a) 12,331 restricted stock units granted pursuant to the Career Education Corporation 2008 Incentive Compensation Plan (the "Plan"), with each unit representing the contingent right to receive one share of Issuer's common stock, and b) 56,000 performance-based restricted stock units granted pursuant to the Plan, with each unit representing the contingent right to receive one share of Issuer's common stock. The performance-based units vest 20% on March 14, 2017, 50% on March 14, 2018 and 30% on March 14, 2019, subject to the achievement of certain performance criteria.
(2)	These non-qualified stock options are fully vested.
(3)	5,426 of these non-qualified stock options ("Options") are vested and the remaining 16,278 Options are exercisable in three equal annual installments on each of March 14, 2017, 2018 and 2019.
(4)	Exercisable in four equal annual installments on each of March 14, 2017, 2018, 2019 and 2020.
(5)	These cash-settled restricted stock units vest in four equal installments on each of March 14, 2017, 2018, 2019 and 2020.
(6)	Each cash-settled RSU is the economic equivalent of one share of Issuer's common stock.
(7)	These cash-settled restricted stock units vest in two equal annual installments on each of March 14, 2017 and 2018.
(8)	These cash-settled restricted stock units vest in three equal annual installments on each of March 14, 2017, 2018 and 2019.

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