Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Hurst Andrew
2. Date of Event Requiring Statement (Month/Day/Year)
10/19/2015
3. Issuer Name and Ticker or Trading Symbol
CAREER EDUCATION CORP [CECO]
(Last)
(First)
(Middle)
CAREER EDUCATION CORPORTION, 231 N. MARTINGALE ROAD
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SCHAUMBURG, IL 60173
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 25,758 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock-Option (Right to Buy)   (2) 05/12/2024 Common Stock 22,806 $ 5 D  
Non-Qualified Stock-Option (Right to Buy)   (3) 03/06/2025 Common Stock 23,704 $ 5.9 D  
Cash-Settled RSU   (4) 06/14/2018 Common Stock 10,977 $ (5) D  
Cash-Settled RSU   (6) 03/14/2019 Common Stock 4,460 $ (5) D  
Stock-Settled RSU   (4) 06/14/2018 Common Stock 13,593 $ (7) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hurst Andrew
CAREER EDUCATION CORPORTION
231 N. MARTINGALE ROAD
SCHAUMBURG, IL 60173
      SVP  

Signatures

Gail B. Rago as Power of Attorney for: Andrew H. Hurst 10/28/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) 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.
(2) 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.
(3) Exercisable in four equal annual installments on each of March 14, 2016, 2017, 2018 and 2019.
(4) Vest in three equal annual installments on each of June 14, 2016, 2017 and 2018.
(5) Each cash-settled RSU is the economic equivalent of one share of Issuer's common stock.
(6) Vest in four equal annual installments on each of March 14, 2016, 2017, 2018 and 2019.
(7) 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.

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