SEC Form 4 · accession 0001209191-15-061892
PERDOCEO EDUCATION Corp · PRDO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ronald D McCray
Officer — Interim President & CEO · Director
Period of report
Jul 17, 2015
Accepted (ET)
Jul 21, 2015 · 5:07 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 | Jul 17, 2015 | D | 250,000 | $0.00 | D | 21,619 | D | |
| Common StockF1,F2 | Jul 17, 2015 | A | 250,000 | $0.00 | A | 271,619 | 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,F1 | — | Jul 17, 2015 | D | 11,324 | D | — | Mar 14, 2016 | Common Stock | 11,324 | 0 | D |
| Cash Settled RSUF3,F1 | — | Jul 17, 2015 | A | 11,324 | A | — | Mar 14, 2016 | Common Stock | 11,324 | 11,324 | D |
Explanation of responses
- F1The reported transactions involved the amendment of outstanding restricted stock unit ("RSU") awards, which may be deemed to result in the deemed cancellation of the "old" RSUs and the grant of replacement RSUs. These RSUs were originally granted on March 6, 2015 and vest on March 14, 2016 based on the level of achievement of an EBITDA performance measure and the number of RSUs eligible for vesting will be based on the length of Reporting Person's tenure as Interim President and CEO. As disclosed in a Form 8-K filed by Issuer on July 20, 2015, the amendment conforms the performance condition on these RSUs to Issuer's Amended and Restated 2015 Annual Incentive Award Program.
- F2Includes 250,000 RSUs 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 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.