0001209191-15-077065.txt : 20151028 0001209191-15-077065.hdr.sgml : 20151028 20151028123146 ACCESSION NUMBER: 0001209191-15-077065 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20151019 FILED AS OF DATE: 20151028 DATE AS OF CHANGE: 20151028 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: 231 N. MARTINGALE ROAD CITY: SCHAUMBURG STATE: IL ZIP: 60173 BUSINESS PHONE: 8477813600 MAIL ADDRESS: STREET 1: 231 N. MARTINGALE ROAD CITY: SCHAUMBURG STATE: IL ZIP: 60173 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hurst Andrew CENTRAL INDEX KEY: 0001656766 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23245 FILM NUMBER: 151179579 MAIL ADDRESS: STREET 1: CAREER EDUCATION CORPORATION STREET 2: 231 N. MARTINGALE ROAD CITY: SCHAUMBURG STATE: IL ZIP: 60173 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2015-10-19 0 0001046568 CAREER EDUCATION CORP CECO 0001656766 Hurst Andrew CAREER EDUCATION CORPORTION 231 N. MARTINGALE ROAD SCHAUMBURG IL 60173 0 1 0 0 SVP Common Stock 25758 D Non-Qualified Stock-Option (Right to Buy) 5.00 2024-05-12 Common Stock 22806 D Non-Qualified Stock-Option (Right to Buy) 5.90 2025-03-06 Common Stock 23704 D Cash-Settled RSU 2018-06-14 Common Stock 10977 D Cash-Settled RSU 2019-03-14 Common Stock 4460 D Stock-Settled RSU 2018-06-14 Common Stock 13593 D Includes 15,437 restricted stock units ("RSUs") granted pursuant to the Career Education Corporation 2008 Incentive Compensation Plan, with each unit representing a contingent right to receive one share of Issuer's common stock. One-fourth of the award became exercisable on June 14, 2015; the remainder becomes exercisable in three equal annual installments on each of June 14, 2016, 2017 and 2018. Exercisable in four equal annual installments on each of March 14, 2016, 2017, 2018 and 2019. Vest in three equal annual installments on each of June 14, 2016, 2017 and 2018. Each cash-settled RSU is the economic equivalent of one share of Issuer's common stock. Vest in four equal annual installments on each of March 14, 2016, 2017, 2018 and 2019. Each stock-settled RSU represents a contingent right to receive one share of Issuer's common stock; however, in the event of an involuntary termination of employment by the Company (other than for cause), any unvested stock-settled RSUs will be settled in cash based on the preceding 30-day average closing price of Issuer's common stock. Gail B. Rago as Power of Attorney for: Andrew H. Hurst 2015-10-28 EX-24.3_611572 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Know all by these presents that the undersigned hereby constitutes and appoints each of Jeffrey D. Ayers, Greg E. Jansen 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 3, 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 3, 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 3, 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 22nd day of October, 2015. /s/Andrew H. Hurst Signature Andrew H. Hurst Name On this 22nd day of October, 2015, Andrew Hurst, personally known to me, acknowledged that he executed the foregoing instrument for the purposes therein contained. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. Heidi Heifetz Notary Public My Commission Expires: 3/28/2016