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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

McNamara Thomas A.

2. Date of Event Requiring Statement (MM/DD/YYYY)
11/2/2010 

3. Issuer Name and Ticker or Trading Symbol

CAREER EDUCATION CORP [CECO]

(Last)        (First)        (Middle)

CAREER EDUCATION CORPORATION, 2895 GREENSPOINT PARKWAY - SUITE 600

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

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
SVP /

(Street)

HOFFMAN ESTATES, IL 60195       

(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   23690.4875   (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
Non-Qualified Stock Option (right to buy)     (2) 5/16/2012   Common Stock   500   $22.07   D    
Non-Qualified Stock Option (right to buy)     (3) 2/24/2019   Common Stock   6008   $26.15   D    
Non-Qualified Stock Option (right to buy)     (2) 7/31/2016   Common Stock   2000   $28.19   D    
Non-Qualified Stock Option (right to buy)     (4) 3/2/2020   Common Stock   11368   $29.02   D    
Non-Qualified Stock Option (right to buy)     (2) 5/18/2013   Common Stock   2000   $29.35   D    
Non-Qualified Stock Option (right to buy)     (5) 3/18/2017   Common Stock   4500   $29.68   D    
Non-Qualified Stock Option (right to buy)     (2) 5/19/2015   Common Stock   2000   $34.7   D    
Non-Qualified Stock Option (right to buy)     (2) 5/20/2014   Common Stock   2500   $62.56   D    

Explanation of Responses:
( 1)  a. 519.4875 shares which were purchased under the Company's Employee Stock Purchase Plan, a Section 423 plan exempt from Section 16(a) and 16(b) of the SEC Act of 1934 pursuant to Rule 16b-3(c) of the Act. b. 21,807 restricted shares granted by the Compensation Committee of the Company's Board of Directors. This number represents the maximum number of shares that have or could become vested assuming full satisfaction of all vesting requirements.
( 2)  Immediately Exercisable.
( 3)  Immediately exercisable as to the 1,502 shares of the underlying shares of Common Stock and the remaining underlying shares become exercisable in three equal annual installments on February 25, 2011, 2012, and 2013.
( 4)  Exercisable in four equal annual installments on each of March 3, 2011, 2012, 2013 and 2014.
( 5)  Immediately exercisable as to the 3,375 shares of the underlying shares of Common Stock and exercisable as to 1,125 of the remaining underlying shares on 3/19/2011.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
McNamara Thomas A.
CAREER EDUCATION CORPORATION
2895 GREENSPOINT PARKWAY - SUITE 600
HOFFMAN ESTATES, IL 60195


SVP

Signatures
By: Gail B. Rago, pursuant to POA For: Thomas McNamara 11/12/2010
** 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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