SEC Form 4 · accession 0000899243-16-035238

PERDOCEO EDUCATION Corp · PRDO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Richard D Wang

Director

Period of report

Dec 7, 2016

Accepted (ET)

Dec 9, 2016 · 4:37 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001046568

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Dec 7, 2016	S	45,879	$10.2258	D	1,424,925	I	See Footnote
Common Stock^F1,F3	Dec 7, 2016	S	5,857	$10.2258	D	573,339	I	See Footnote
Common Stock^F1,F2	Dec 8, 2016	S	70,944	$10.2303	D	1,353,981	I	See Footnote
Common Stock^F1,F3	Dec 8, 2016	S	9,056	$10.2303	D	564,283	I	See Footnote
Common Stock^F4,F2	Dec 9, 2016	S	60,533	$10.209	D	1,293,448	I	See Footnote
Common Stock^F4,F3	Dec 9, 2016	S	7,731	$10.209	D	556,552	I	See Footnote
Common Stock^F5	holding	—	—		—	2,928	D

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1This transaction was executed in multiple trades at prices ranging from $10.16 to $10.27. 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.
F2The securities are held by Tenzing Global Investors Fund I LP, a Delaware limited partnership ("Fund I"). Tenzing Global Management LLC, a Delaware limited liability company ("Tenzing Global Management"), is the investment advisor of Fund I. Richard Wang is the Managing Member of Tenzing Global Management, and may be deemed to share voting and investment power over the shares held of record by Fund I. Mr. Wang disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his pecuniary interest therein.
F3The securities are held by accounts managed by Tenzing Global Management on a discretionary basis (the "Parallel Account"). Mr. Wang may be deemed to share voting and investment power over the shares held of record by the Parallel Account. Mr. Wang disclaims beneficial ownership of all shares held by the Parallel Account except to the extent of his pecuniary interest therein.
F4This transaction was executed in multiple trades at prices ranging from $10.06 to $10.25. 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.
F5Includes 2,928 deferred stock units (each a "DSU") granted pursuant to the Career Education Corporation 2008 Incentive Compensation Plan with each DSU representing a contingent right to receive one share of common stock upon Mr. Wang's termination of service from the Issuer. The DSUs shall vest in three equal installments on March 14 in each of 2016, 2017 and 2018.