Sec Form 4 Filing - Tober Stephen @ CAREER EDUCATION CORP - 2012-03-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Tober Stephen 2. Issuer Name and Ticker or Trading Symbol CAREER EDUCATION CORP [ CECO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP (Last) (First) (Middle) CAREER EDUCATION CORPORATION, 231 N. MARTINGALE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 03/09/2012 (Street) SCHAUMBURG, IL60173 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/09/2012 D 2,585 ( 1 ) D $ 0 51,788 D Common Stock 03/09/2012 D 20,018 ( 1 ) D $ 0 31,770 D Common Stock 03/09/2012 D 5,170 ( 1 ) D $ 0 26,600 D Common Stock 03/09/2012 D 21,024 ( 2 ) D $ 0 5,576 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Non-Qualified Stock Option (right to buy) $ 8.63 03/09/2012 D 12,740 ( 3 ) ( 4 ) 03/01/2022( 5 ) Common Stock 12,740 $ 0 0 D Non-Qualified Stock Option (right to buy) $ 26.15 03/09/2012 D 1,227 ( 3 ) ( 4 ) 02/24/2019( 5 ) Common Stock 1,227 $ 0 3,680 D Non-Qualified Stock Option (right to buy) $ 29.02 03/09/2012 D 7,048 ( 3 ) ( 4 ) 03/02/2020( 5 ) Common Stock 7,048 $ 0 7,048 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tober Stephen CAREER EDUCATION CORPORATION 231 N. MARTINGALE ROAD SCHAUMBURG, IL60173 SVP Signatures By: Gail Rago,pursuant to POA For: Stephen J Tober 03/12/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects forfeiture of restricted stock in connection with Reporting Person's separation from the Company. ( 2 )Reflects forfeiture of restricted stock units in connection with Reporting Person's separation from the Company or Reporting Person elected to forfeit the award for no consideration. ( 3 )Reflects forfeiture of unvested stock options in connection with Reporting Person's separation from the Company or Reporting Person elected to forfeit the award for no consideration. ( 4 )Exercisable in four equal annual installments beginning on the first anniversary of the grant date. ( 5 )Expiration date is the original option expiration date; however, pursuant to the terms thereof, any options remaining outstanding will expire 30 days from Reporting Person's separation from the Company.

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 4(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).

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