SEC Form 4 · accession 0001046568-15-000011
PERDOCEO EDUCATION Corp · PRDO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ronald D McCray
Officer — Interim Pres. & CEO · Director
Period of report
Mar 6, 2015
Accepted (ET)
Mar 11, 2015 · 1:46 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 StockF1,F2 | Mar 6, 2015 | A | 250,000 | $0.00 | A | 266,619 | 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 RSUF3,F4 | — | Mar 6, 2015 | A | 11,324 | A | — | Mar 14, 2016 | Common Stock | 11,324 | 11,324 | 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 on March 14, 2016 based on the level of achievement of an EBITDA performance measure and the number of restricted stock units eligible for vesting will be based on the length of Reporting Person's tenure as Interim President and CEO.
- F2Includes 250,000 restricted stock units ("RSU") and 14,619 deferred stock units ("DSU") granted pursuant to the Career Education Corporation 2008 Incentive Compensation Plan, with each RSU representing a contingent right to receive one share of the Issuer's common stock and each DSU representing a contingent right to receive one share of Issuer's common stock upon Reporting Person's termination of service from the Issuer.
- F3Each cash-settled RSU is the economic equivalent of one share of Issuer's common stock.
- F4This grant of cash-settled RSUs was approved by the Compensation Committee of Issuer's Board of Directors on March 6, 2015. These cash-settled RSUs vest on March 14, 2016 based on the level of achievement of an EBITDA performance measure and the number of restricted stock units eligible for vesting will be based on the length of Reporting Person's tenure as Interim President and CEO.