Initial Statement of Beneficial Ownership (3)
September 29 2017 - 10:17AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
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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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1. Name and Address of Reporting Person
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Ghia Ashish R
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2. Date of Event Requiring Statement (MM/DD/YYYY)
9/21/2017
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3. Issuer Name
and
Ticker or Trading Symbol
CAREER EDUCATION CORP [CECO]
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(Last)
(First)
(Middle)
231 N. MARTINGALE ROAD
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
Interim CFO /
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(Street)
SCHAUMBURG, IL 60173
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
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X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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67172
(1)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Cash-Settled RSU
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(2)
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3/14/2018
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Common Stock
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2397
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(3)
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D
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Cash-Settled RSU
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(4)
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3/14/2019
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Common Stock
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2770
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(3)
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D
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Cash-Settled RSU
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(5)
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3/14/2020
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Common Stock
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18684
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(3)
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D
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Explanation of Responses:
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(1)
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Includes 56,166 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.
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(2)
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The remaining cash-settled RSUs vest in one additional installment on March 14, 2018.
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(3)
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Each cash-settled RSU is the economic equivalent of one share of Issuer's common stock.
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(4)
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The remaining cash-settled RSUs vest in two additional installments on March 14, 2018 and 2019.
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(5)
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The remaining cash-settled RSUs vest in three additional installments on March 14, 2018, 2019 and 2020.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Ghia Ashish R
231 N. MARTINGALE ROAD
SCHAUMBURG, IL 60173
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Interim CFO
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Signatures
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Ashish R. Ghia by POA: Gail B. Rago
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9/29/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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