Initial Statement of Beneficial Ownership (3)
June 03 2016 - 11:43AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
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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
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1. Name and Address of Reporting Person
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Czeszewski David C.
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2. Date of Event Requiring Statement (MM/DD/YYYY)
5/24/2016
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3. Issuer Name
and
Ticker or Trading Symbol
CAREER EDUCATION CORP [CECO]
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(Last)
(First)
(Middle)
CAREER EDUCATION CORPORATION, 231 N. MARTINGALE ROAD
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
SVP, CIO /
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(Street)
SCHAUMBURG, IL 60173
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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86502.8562
(1)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-Qualified Stock Option (right to buy)
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(2)
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3/18/2017
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Common Stock
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5000
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$29.68
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D
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Non-Qualified Stock Option (right to buy)
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(3)
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3/6/2025
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Common Stock
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21704
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$5.90
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D
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Non-Qualified Stock Option (right to buy)
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(4)
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3/7/2026
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Common Stock
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51216
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$4.49
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D
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Cash-Settled RSU
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(5)
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3/14/2020
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Common Stock
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9268
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(6)
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D
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Cash-Settled RSU
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3/14/2017
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3/14/2017
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Common Stock
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6760
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(6)
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D
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Cash-Settled RSU
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(7)
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3/14/2018
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Common Stock
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8370
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(6)
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D
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Cash-Settled RSU
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(8)
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3/14/2019
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Common Stock
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3063
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(6)
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D
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Explanation of Responses:
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(
1)
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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.
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(
2)
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These non-qualified stock options are fully vested.
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(
3)
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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.
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(
4)
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Exercisable in four equal annual installments on each of March 14, 2017, 2018, 2019 and 2020.
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(
5)
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These cash-settled restricted stock units vest in four equal installments on each of March 14, 2017, 2018, 2019 and 2020.
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(
6)
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Each cash-settled RSU is the economic equivalent of one share of Issuer's common stock.
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(
7)
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These cash-settled restricted stock units vest in two equal annual installments on each of March 14, 2017 and 2018.
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(
8)
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These cash-settled restricted stock units vest in three equal annual installments on each of March 14, 2017, 2018 and 2019.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Czeszewski David C.
CAREER EDUCATION CORPORATION
231 N. MARTINGALE ROAD
SCHAUMBURG, IL 60173
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SVP, CIO
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Signatures
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David C. Czeszewski by POA: Gail B. Rago
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6/3/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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