FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

Ghia Ashish R

2. Date of Event Requiring Statement (MM/DD/YYYY)
9/21/2017 

3. Issuer Name and Ticker or Trading Symbol

CAREER EDUCATION CORP [CECO]

(Last)        (First)        (Middle)

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)
Interim CFO /

(Street)

SCHAUMBURG, IL 60173       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


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   67172   (1) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Cash-Settled RSU     (2) 3/14/2018   Common Stock   2397     (3) D    
Cash-Settled RSU     (4) 3/14/2019   Common Stock   2770     (3) D    
Cash-Settled RSU     (5) 3/14/2020   Common Stock   18684     (3) D    

Explanation of Responses:
(1)  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.
(2)  The remaining cash-settled RSUs vest in one additional installment on March 14, 2018.
(3)  Each cash-settled RSU is the economic equivalent of one share of Issuer's common stock.
(4)  The remaining cash-settled RSUs vest in two additional installments on March 14, 2018 and 2019.
(5)  The remaining cash-settled RSUs vest in three additional installments on March 14, 2018, 2019 and 2020.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Ghia Ashish R
231 N. MARTINGALE ROAD
SCHAUMBURG, IL 60173


Interim CFO

Signatures
Ashish R. Ghia by POA: Gail B. Rago 9/29/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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