SEC Form 4 · accession 0001046568-15-000006
PERDOCEO EDUCATION Corp · PRDO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Diane Auer Jones
Officer — SVP, Chief Ext Affairs Officer
Period of report
Mar 6, 2015
Accepted (ET)
Mar 10, 2015 · 9:45 pm EDT
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 | Mar 6, 2015 | M | 7,116 | $2.72 | A | 25,011 | D | |
| Common Stock | Mar 6, 2015 | S | 7,116 | $5.9401 | D | 17,895 | D | |
| Common StockF1 | Mar 6, 2015 | A | 5,100 | $0.00 | A | 22,995 | D | |
| Common StockF2,F3 | Mar 6, 2015 | S | 3,626 | $5.88 | D | 19,369 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash Settled RSUF4,F5 | — | Mar 6, 2015 | A | 5,100 | A | — | Mar 14, 2019 | Common Stock | 5,100 | 5,100 | D |
| Non-Qualified Stock Option (right to buy)F6 | $2.72 | Mar 6, 2015 | M | 7,116 | D | — | Mar 4, 2023 | Common Stock | 7,116 | 21,348 | D |
| Non-Qualified Stock Option (right to buy)F7 | $5.90 | Mar 6, 2015 | A | 27,112 | A | — | Mar 6, 2025 | Common Stock | 27,112 | 27,112 | D |
Explanation of responses
- F1Restricted stock units granted pursuant to the Career Education Corporation 2008 Incentive Compensation Plan, with each restricted stock unit representing a contingent right to receive one share of common stock. The restricted stock units shall vest in four equal installments on each of March 14, 2016, 2017, 2018 and 2019.
- F2This transaction was executed in multiple trades at prices ranging from $5.86 to $5.93. The price reported above 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.
- F3Includes 17,624 restricted stock units granted pursuant to the Career Education Corporation 2008 Incentive Compensation Plan, with each restricted stock unit representing a contingent right to receive one share of the Issuer's common stock.
- F4Each cash-settled RSU is the economic equivalent of one share of Issuer's common stock.
- F5This grant of cash-settled RSUs was approved by the Compensation Committee of Issuer's Board of Directors on March 6, 2015 pursuant to Issuer's 2008 Incentive Compensation Plan. These cash-settled RSUs vest in four equal installments on March 14, 2016, 2017, 2018 and 2019.
- F6The remaining 21,348 options vest in three equal installments on March 14, 2015, 2016 and 2017.
- F7Exercisable in four equal annual installments on each of March 14, 2016, 2017, 2018 and 2019.