Amended Statement of Changes in Beneficial Ownership (4/a)
October 31 2022 - 7:08PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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
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1. Name and Address of Reporting Person
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Kline John Robert |
2. Issuer Name and Ticker or Trading Symbol
PERDOCEO EDUCATION Corp
[
PRDO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, AIU |
(Last)
(First)
(Middle)
PERDOCEO EDUCATION CORPORATION, 1750 E. GOLF ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/26/2022 |
(Street)
SCHAUMBURG, IL 60173
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
10/28/2022 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 10/26/2022 | | S | | 1637 (1) | D | $11.49 | 175361 | D | |
Common Stock | 10/26/2022 | | M | | 2625 | A | $8.30 | 177986 | D | |
Common Stock | 10/26/2022 | | S | | 2625 (2) | D | $11.49 | 175361 (3) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) | $8.30 | 10/26/2022 | | M | | | 2625 (2) | (4) | 3/6/2027 | Common Stock | 2625 | $0.00 | 23411 | D | |
Explanation of Responses: |
(1) | The sale reported on the Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 29, 2022. |
(2) | The option exercise and sale reported on the Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 29, 2022. |
(3) | Includes 102,208 unvested restricted stock units granted pursuant to the Issuer's 2008 or 2016 Incentive Compensation Plans, with each unit representing the contingent right to receive one share of Issuer's common stock. |
(4) | On March 6, 2017 the Reporting Person was granted 26,036 non-qualified stock options. The option grant vested in four installments on March 14, 2018, 2019, 2020 and 2021. |
Remarks: On October 28, 2022, Reporting Person filed a Form 4 which inadvertently omitted the exercise of a non-qualified stock option and the sale of restricted stock, showing only the sale of the underlying stock from the exercised options. Those omitted transactions have been corrected in this amendment. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Kline John Robert PERDOCEO EDUCATION CORPORATION 1750 E. GOLF ROAD SCHAUMBURG, IL 60173 |
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| SVP, AIU |
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Signatures
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John Robert Kline by POA: Jeff Wigfield | | 10/28/2022 |
**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 4(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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