-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KuikP6ru5YWGXWZq3b4+xoz/EaJUFU07AF44Rg3UwLMfIx6CTt720GB21rKQStU9 7JomM1xO+MZ8ajuHPH55nA== 0001046568-11-000005.txt : 20110128 0001046568-11-000005.hdr.sgml : 20110128 20110128161841 ACCESSION NUMBER: 0001046568-11-000005 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110121 FILED AS OF DATE: 20110128 DATE AS OF CHANGE: 20110128 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wheaton Jeremy J CENTRAL INDEX KEY: 0001510965 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23245 FILM NUMBER: 11556091 MAIL ADDRESS: STREET 1: 2895 GREENSPOINT PARKWAY, SUITE 600 CITY: HOFFMAN ESTATES STATE: IL ZIP: 60169 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CAREER EDUCATION CORP CENTRAL INDEX KEY: 0001046568 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 363932190 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2895 GREENSPOINT STREET 2: SUITE 600 CITY: HOFFMAN ESTATES STATE: IL ZIP: 60169 BUSINESS PHONE: 8477813600 MAIL ADDRESS: STREET 1: 2895 GREENSPOINT PARKWAY STREET 2: SUITE 600 CITY: HOFFMAN ESTATES STATE: IL ZIP: 60169 3 1 edgardoc.xml PRIMARY DOCUMENT X0203 3 2011-01-21 0 0001046568 CAREER EDUCATION CORP CECO 0001510965 Wheaton Jeremy J CAREER EDUCATION CORPORATION 2895 GREENSPOINT PARKWAY - SUITE 600 HOFFMAN ESTATES IL 60195 0 1 0 0 CEO of CTU Common Stock 9921.2894 D Non-Qualified Stock Option (right to buy) 13.32 2018-03-12 Common Stock 7500 D Non-Qualified Stock Option (right to buy) 22.07 2012-05-16 Common Stock 3000 D Non-Qualified Stock Option (right to buy) 26.15 2019-02-24 Common Stock 5182 D Non-Qualified Stock Option (right to buy) 29.02 2020-03-02 Common Stock 5592 D Non-Qualified Stock Option (right to buy) 29.35 2013-05-18 Common Stock 9000 D Non-Qualified Stock Option (right to buy) 29.68 2017-03-18 Common Stock 8000 D Non-Qualified Stock Option (right to buy) 30.8 2016-05-17 Common Stock 7500 D Non-Qualified Stock Option (right to buy) 34.7 2015-05-19 Common Stock 15000 D Non-Qualified Stock Option (right to buy) 62.56 2014-05-20 Common Stock 12000 D a. 5.2894 shares which were purchased under the Company's Employee Stock Purchase Plan, a Section 423 plan exempt from Section 16(a) and 16(b) ofthe SEC Act of 1934 pursuant to Rule 16b-3(c) ofthe Act. b. 6403 restricted shares granted by the Compensation Committee ofthe Company's Board of Directors. This number represents the maximum number of shares that have or could become vested assuming full satisfaction of all vesting requirements, c. 3513 shares acquired pursuant to vesting of restricted stock awards granted by the Compensation Committee. Immediately exercisable. Immediately as to the 1,295 shares ofthe underlying shares of Common Stock and the remaining underlying shares become exercisable in three equal annual installments on February 25, 2011, 2012 and 2013. Exercisable in four equal annual installments on each of March 3, 2011, 2012, 2013 and 2014. Exhibit List: Exhibit 24 - Power of Attorney By: Gail B. Rago, pursuant to POA For: Jeremy J. Wheaton 2011-01-28 EX-24 2 poa.txt EDGAR SUPPORTING DOCUMENT Exhibit 24 POWER OF ATTORNEY Know all by these presents that the undersigned hereby constitutes and appoints each of Jeffrey D. Ayers, Michael J. Graham and Gail B. Rago, signing singly, the undersigned's true and lawful attorney-in-fact to: 1. prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the United States Securities and Exchange Commission a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes, passwords, and passphrases enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC; 2. execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Career Education Corporation ("CEC"), Forms 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder; 3. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 4 or 5, complete and execute any amendment or amendments thereto, and file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and 4. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 4 and 5 with respect to the undersigned's holdings of, and transactions in, CEC securities, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 24th day of January, 2011. /s/ Jeremy J. Wheaton ------------------------------------ Signature Jeremy J. Wheaton ------------------------------------ Print Name -----END PRIVACY-ENHANCED MESSAGE-----