SEC Form 4 · accession 0001209191-18-036642
PERDOCEO EDUCATION Corp · PRDO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard D Wang
Director
Period of report
Jun 6, 2018
Accepted (ET)
Jun 8, 2018 · 3:54 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 | Jun 6, 2018 | S | 55,933 | $16.2469 | D | 1,237,515 | I | See Footnote |
| Common StockF1,F3 | Jun 6, 2018 | S | 24,067 | $16.2469 | D | 532,485 | I | See Footnote |
| Common StockF4,F2 | Jun 7, 2018 | S | 70,615 | $16.1731 | D | 1,166,900 | I | See Footnote |
| Common StockF4,F3 | Jun 7, 2018 | S | 30,385 | $16.1731 | D | 502,100 | I | See Footnote |
| Common StockF5,F2 | Jun 8, 2018 | S | 48,242 | $16.1813 | D | 1,118,658 | I | See Footnote |
| Common StockF5,F3 | Jun 8, 2018 | S | 20,758 | $16.1813 | D | 481,342 | I | See Footnote |
| Common StockF6 | 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 $16.16 to $16.49. 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 $16.025 to $16.3064. 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.
- F5This transaction was executed in multiple trades at prices ranging from $16.11 to $16.225. 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.
- F6Includes 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 are fully vested.