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
                                                                                  
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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 *

Jackson Gregory L.
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, 1750 E. GOLF ROAD, SUITE 350
3. Date of Earliest Transaction (MM/DD/YYYY)

3/1/2023
(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 3/1/2023  M  11826 A$2.82 56387 D  
Common Stock 3/1/2023  S  11826 D$13.81 (1)44561 D  
Common Stock 3/2/2023  M  4174 A$2.82 48735 D  
Common Stock 3/2/2023  S  4174 D$13.60 44561 (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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Non-Qualified Option (right to buy) $2.82 3/1/2023  M     11826   (3)5/13/2023 Common Stock 11826 $0.00 4174 D  
Non-Qualified Option (right to buy) $2.82 3/2/2023  M     4174   (3)5/13/2023 Common Stock 4174 $0.00 0 D  

Explanation of Responses:
(1) This transaction was executed in multiple trades at prices ranging from $13.75 to $13.91. 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 Issuer's common stock upon Reporting Person's termination of service from Issuer. Also includes 9,050 restricted stock units granted pursuant to Issuer's Amended and Restated 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 14, 2013 the Reporting Person was granted 16,000 non-qualified stock options. The option grant vested in four installments on May 14, 2013, 2014, 2015, and 2016.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Jackson Gregory L.
PERDOCEO EDUCATION CORPORATION
1750 E. GOLF ROAD, SUITE 350
SCHAUMBURG, IL 60173
X



Signatures
Gregory L. Jackson by POA: Jeff Wigfield3/2/2023
**Signature of Reporting PersonDate


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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