PRDO Perdoceo Education Corporation

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5                       
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 * LALLY THOMAS B	2. Issuer Name and Ticker or Trading Symbol PERDOCEO EDUCATION Corp [ PRDO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) PERDOCEO EDUCATION CORPORATION, 231 N. MARTINGALE ROAD	3. Date of Earliest Transaction (MM/DD/YYYY) 9/1/2020
(Street) SCHAUMBURG, IL 60173 (City)        (State)        (Zip)	4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	9/1/2020		M		16000	A	$6.51	58154	D
Common Stock	9/1/2020		M		26664	A	$3.93	84818	D
Common Stock	9/1/2020		S		42664	D	$14.55 (1)	42154 (2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Option (right to buy)	$6.51	9/1/2020		M			16000	(3)	5/16/2022	Common Stock	16000	$0.00	0	D
Non-Qualified Option (right to buy)	$3.93	9/1/2020		M			26664	(4)	5/19/2025	Common Stock	26664	$0.00	0	D

Explanation of Responses:
(1)	This transaction was executed in multiple trades at prices ranging from $14.52 to $14.63. The price reported in Column 4 reflects the weighted average purchase price. The reporting person hereby undertakes to provide, upon written request, to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares and prices at which the transactions were effected.
(2)	Includes 14,619 vested deferred stock units granted pursuant to Issuer's 2008 Incentive Compensation Plan, with each unit representing the right to receive one share of common stock upon Reporting Person's termination of service from Issuer. Also includes 7,535 restricted stock units granted pursuant to Issuer's 2016 Incentive Compensation Plan, with each unit representing the contingent right to receive one share of Issuer's common stock upon vesting.
(3)	On May 17, 2012 the Reporting Person was granted 16,000 non-qualified stock options. The option grant vested in four installments on May 17, 2012, 2013, 2014 and 2015.
(4)	On May 19, 2015 the Reporting Person was granted 26,664 non-qualified stock options. The option grant vested on June 14, 2016.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LALLY THOMAS B PERDOCEO EDUCATION CORPORATION 231 N. MARTINGALE ROAD SCHAUMBURG, IL 60173	X

Signatures
Thomas B. Lally by POA: Michele R. Chaffee		9/3/2020
**Signature of Reporting Person		Date