Statement of Changes in Beneficial Ownership (4)
March 02 2023 - 6:46PM
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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3235-0287
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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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Jackson Gregory L. |
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)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(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)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 | 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)
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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) | $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
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Jackson Gregory L. PERDOCEO EDUCATION CORPORATION 1750 E. GOLF ROAD, SUITE 350 SCHAUMBURG, IL 60173 | X |
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Signatures
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Gregory L. Jackson by POA: Jeff Wigfield | | 3/2/2023 |
**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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