SEC Form 4 · accession 0001181431-15-002449
PERDOCEO EDUCATION Corp · PRDO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott W Steffey
Officer — CEO & President · Director
Period of report
Feb 11, 2015
Accepted (ET)
Feb 13, 2015 · 4:05 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 StockF1,F2 | Feb 11, 2015 | D | 110,092 | $0.00 | D | 41,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F2,F3 | $2.20 | Feb 11, 2015 | D | 450,000 | D | — | Apr 8, 2023 | Common Stock | 450,000 | 0 | D |
| Non-Qualified Stock Option (right to buy)F2,F3 | $6.81 | Feb 11, 2015 | D | 300,252 | D | — | Mar 13, 2024 | Common Stock | 300,252 | 0 | D |
| Cash-Settled RSUF2,F4,F3 | — | Feb 11, 2015 | D | 187,500 | D | — | Mar 14, 2017 | Common Stock | 187,500 | 0 | D |
| Cash-Settled RSUF2,F4,F3 | — | Feb 11, 2015 | D | 78,409 | D | — | Mar 14, 2017 | Common Stock | 78,409 | 0 | D |
| Stock Appreciation RightF2,F3 | $2.20 | Feb 11, 2015 | D | 50,000 | D | — | Apr 8, 2023 | Common Stock | 50,000 | 0 | D |
| Stock Appreciation RightF2,F3 | $2.20 | Feb 11, 2015 | D | 144,628 | D | — | Apr 8, 2023 | Common Stock | 144,628 | 0 | 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.
- F2Securities forfeited in connection with Reporting Person's separation from the Issuer. Reporting Person and Issuer entered into a Separation and Release Agreement effective as of February 12, 2015 pursuant to which Issuer will pay Reporting Person $2.5 million in consideration for the cancellation of Reporting Person's outstanding equity and incentive awards, vested and unvested, including these securities, and taking into account other items.
- F3Not applicable due to forfeiture.
- F4Each cash-settled RSU is the economic equivalent of one share of Issuer's common stock.