Statement of Changes in Beneficial Ownership (4)

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 OF SECURITIES

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3235-0287

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Ayers Jeffrey David	2. Issuer Name and Ticker or Trading Symbol PERDOCEO EDUCATION Corp [ PRDO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) SVP, General Counsel
(Last)          (First)          (Middle) PERDOCEO EDUCATION CORPORATION, 231 N. MARTINGALE ROAD	3. Date of Earliest Transaction (MM/DD/YYYY) 5/12/2020
(Street) SCHAUMBURG, IL 60173 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	5/12/2020		S		6576 (1)	D	$15.00	206676	D
Common Stock	5/12/2020		M		22363	A	$4.49	229039	D
Common Stock	5/12/2020		M		6320	A	$13.80	235359	D
Common Stock	5/12/2020		M		7274	A	$8.30	242633	D
Common Stock	5/12/2020		S		35957 (2)	D	$15.00 (3)	206676 (4)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 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 Option (right to buy)	$4.49	5/12/2020		M			22363 (2)	(5)	3/7/2026	Common Stock	22363	$0.00	0	D
Non-Qualified Option (right to buy)	$13.80	5/12/2020		M			6320 (2)	(6)	3/6/2028	Common Stock	6320	$0.00	12640	D
Non-Qualified Option (right to buy)	$8.30	5/12/2020		M			7274 (2)	(7)	3/6/2027	Common Stock	7274	$0.00	7274	D

Explanation of Responses:
(1)	The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 24, 2020.
(2)	The option exercise and sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 24, 2020.
(3)	This transaction was executed in multiple trades at prices ranging from $15.00 to $15.01. 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.
(4)	Includes 166,897 restricted stock units granted pursuant to the Issuer's 2008 or 2016 Incentive Compensation Plans, with each unit representing the contingent right to receive one share of Issuer's common stock.
(5)	On March 7, 2016 the Reporting Person was granted 100,608 non-qualified stock options. The option grant vested in four installments on March 14, 2017, 2018, 2019 and 2020.
(6)	On March 6, 2018 the Reporting Person was granted 25,280 non-qualified stock options. The option grant vests in four installments on March 14, 2019, 2020, 2021 and 2022.
(7)	On March 6, 2017 the Reporting Person was granted 29,096 non-qualified stock options. The option grant vests in four installments on March 14, 2018, 2019, 2020 and 2021.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Ayers Jeffrey David PERDOCEO EDUCATION CORPORATION 231 N. MARTINGALE ROAD SCHAUMBURG, IL 60173			SVP, General Counsel

Signatures
Jeffrey D. Ayers by POA: Michele R. Chaffee		5/14/2020
**Signature of Reporting Person		Date