FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Czeszewski David C.

2. Date of Event Requiring Statement (MM/DD/YYYY)
5/24/2016 

3. Issuer Name and Ticker or Trading Symbol

CAREER EDUCATION CORP [CECO]

(Last)        (First)        (Middle)

CAREER EDUCATION CORPORATION, 231 N. MARTINGALE ROAD

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
SVP, CIO /

(Street)

SCHAUMBURG, IL 60173       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   86502.8562   (1) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy)     (2) 3/18/2017   Common Stock   5000   $29.68   D    
Non-Qualified Stock Option (right to buy)     (3) 3/6/2025   Common Stock   21704   $5.90   D    
Non-Qualified Stock Option (right to buy)     (4) 3/7/2026   Common Stock   51216   $4.49   D    
Cash-Settled RSU     (5) 3/14/2020   Common Stock   9268     (6) D    
Cash-Settled RSU   3/14/2017   3/14/2017   Common Stock   6760     (6) D    
Cash-Settled RSU     (7) 3/14/2018   Common Stock   8370     (6) D    
Cash-Settled RSU     (8) 3/14/2019   Common Stock   3063     (6) D    

Explanation of Responses:
( 1)  Includes a) 12,331 restricted stock units granted pursuant to the Career Education Corporation 2008 Incentive Compensation Plan (the "Plan"), with each unit representing the contingent right to receive one share of Issuer's common stock, and b) 56,000 performance-based restricted stock units granted pursuant to the Plan, with each unit representing the contingent right to receive one share of Issuer's common stock. The performance-based units vest 20% on March 14, 2017, 50% on March 14, 2018 and 30% on March 14, 2019, subject to the achievement of certain performance criteria.
( 2)  These non-qualified stock options are fully vested.
( 3)  5,426 of these non-qualified stock options ("Options") are vested and the remaining 16,278 Options are exercisable in three equal annual installments on each of March 14, 2017, 2018 and 2019.
( 4)  Exercisable in four equal annual installments on each of March 14, 2017, 2018, 2019 and 2020.
( 5)  These cash-settled restricted stock units vest in four equal installments on each of March 14, 2017, 2018, 2019 and 2020.
( 6)  Each cash-settled RSU is the economic equivalent of one share of Issuer's common stock.
( 7)  These cash-settled restricted stock units vest in two equal annual installments on each of March 14, 2017 and 2018.
( 8)  These cash-settled restricted stock units vest in three equal annual installments on each of March 14, 2017, 2018 and 2019.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Czeszewski David C.
CAREER EDUCATION CORPORATION
231 N. MARTINGALE ROAD
SCHAUMBURG, IL 60173

SVP, CIO

Signatures
David C. Czeszewski by POA: Gail B. Rago 6/3/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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