Sec Form 4 Filing - STEFFEY SCOTT W @ CAREER EDUCATION CORP - 2015-02-11

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 STEFFEY SCOTT W 2. Issuer Name and Ticker or Trading Symbol CAREER EDUCATION CORP [ CECO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO & President (Last) (First) (Middle) CAREER EDUCATION CORPORATION, 231 N. MARTINGALE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/11/2015 (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 02/11/2015 D 110,092 ( 1 ) D $ 0 ( 2 ) 41,000 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) $ 2.2 02/11/2015 D 450,000 ( 3 ) 04/08/2023 Common Stock 450,000 $ 0 ( 2 ) 0 D Non-Qualified Stock Option (right to buy) $ 6.81 02/11/2015 D 300,252 ( 3 ) 03/13/2024 Common Stock 300,252 $ 0 ( 2 ) 0 D Cash-Settled RSU ( 4 ) 02/11/2015 D 187,500 ( 3 ) 03/14/2017 Common Stock 187,500 $ 0 ( 2 ) 0 D Cash-Settled RSU ( 4 ) 02/11/2015 D 78,409 ( 3 ) 03/14/2017 Common Stock 78,409 $ 0 ( 2 ) 0 D Stock Appreciation Right $ 2.2 02/11/2015 D 50,000 ( 3 ) 04/08/2023 Common Stock 50,000 $ 0 ( 2 ) 0 D Stock Appreciation Right $ 2.2 02/11/2015 D 144,628 ( 3 ) 04/08/2023 Common Stock 144,628 $ 0 ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STEFFEY SCOTT W CAREER EDUCATION CORPORATION 231 N. MARTINGALE ROAD SCHAUMBURG, IL60173 X CEO & President Signatures Gail B. Rago as Power of Attorney for Scott W. Steffey 02/13/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted stock units granted pursuant to the Career Education Corporation 2008 Incentive Compensation Plan, with each restricted stock unit representing a contingent right to receive one share of common stock. ( 2 )Securities forfeited in connection with Reporting Person's separation from the Issuer. Reporting Person and Issuer entered into a Separation and Release Agreement effective as of February 12, 2015 pursuant to which Issuer will pay Reporting Person $2.5 million in consideration for the cancellation of Reporting Person's outstanding equity and incentive awards, vested and unvested, including these securities, and taking into account other items. ( 3 )Not applicable due to forfeiture. ( 4 )Each cash-settled RSU is the economic equivalent of one share of Issuer's common stock.

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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