Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4 
   

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Hurst Andrew (Last) (First) (Middle) PERDOCEO EDUCATION CORPORATION 1750 E. GOLF ROAD, SUITE 350 (Street) SCHAUMBURG IL 60173 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PERDOCEO EDUCATION Corp [ PRDO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) President & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 08/21/2023
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	08/21/2023		M		7,500	A	$5	360,141	D
Common Stock	08/21/2023		M		7,500	A	$5.9	367,641	D
Common Stock	08/21/2023		S		15,000	D	$15.98(1)	352,641	D
Common Stock	08/22/2023		M		306	A	$5	352,947	D
Common Stock	08/22/2023		M		1,204	A	$5.9	354,151	D
Common Stock	08/22/2023		S		1,510	D	$16.11	352,641(2)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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 Option (right to buy)	$5	08/21/2023		M			7,500	(3)	05/12/2024	Common Stock	7,500	$0.00	306	D
Non-Qualified Option (right to buy)	$5.9	08/21/2023		M			7,500	(4)	03/06/2025	Common Stock	7,500	$0.00	1,204	D
Non-Qualified Option (right to buy)	$5	08/22/2023		M			306	(3)	05/12/2024	Common Stock	306	$0.00	0	D
Non-Qualified Option (right to buy)	$5.9	08/22/2023		M			1,204	(4)	03/06/2025	Common Stock	1,204	$0.00	0	D

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $15.81 to $16.20. The price reported in Column 4 reflects the weighted average purchase price. The reporting person hereby undertakes to provide, upon written request, to the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares and prices at which the transactions were effected.

2. Includes 215,280 unvested restricted stock units granted pursuant to Issuer's 2016 Incentive Compensation Plan, with each unit representing the contingent right to receive one share of Issuer's common stock.

3. On May 12, 2014 the Reporting Person was granted 22,806 non-qualified stock options. The option grant vested in four installments on June 14, 2015, 2016, 2017 and 2018.

4. On March 6, 2015 the Reporting Person was granted 23,704 non-qualified stock options. The option grant vested in four installments on March 14, 2016, 2017, 2018 and 2019.

Remarks:

The option exercise and sale reported on the Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 9, 2023.

	Andrew H Hurst by POA: Jeff Wigfield	08/22/2023
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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