Edgar Filing: CAREER EDUCATION CORP

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 ^*

Â BLUM CAPITAL PARTNERS LP

2. Date of Event Requiring Statement (Month/Day/Year)
08/09/2007

3. Issuer Name and Ticker or Trading Symbol
CAREER EDUCATION CORP [CECO]

(Last)

(First)

(Middle)

909 MONTGOMERY STREET,Â SUITE 400

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

SAN FRANCISCO,Â CAÂ 94133

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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	270,200	D ⁽¹⁾ ⁽¹⁰⁾	Â
Common Stock	452,412	D ⁽²⁾ ⁽¹⁰⁾	Â
Common Stock	117,319	D ⁽³⁾ ⁽¹⁰⁾	Â
Common Stock	277,200	D ⁽⁴⁾ ⁽¹⁰⁾	Â
Common Stock	280,970	D ⁽⁵⁾ ⁽¹⁰⁾	Â
Common Stock	128,700	D ⁽⁶⁾ ⁽¹⁰⁾	Â
Common Stock	526,700	D ⁽⁷⁾ ⁽¹⁰⁾	Â
Common Stock	355,002	D ⁽⁸⁾ ⁽¹⁰⁾	Â
Common Stock	166,771	D ⁽⁹⁾ ⁽¹⁰⁾	Â
Common Stock	382,900	D ⁽¹¹⁾	Â
Common Stock	6,001,896	D ⁽¹²⁾	Â
Common Stock	122,200	I ⁽¹³⁾	(13)
Common Stock	122,200	I ⁽¹⁴⁾	(14)

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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BLUM CAPITAL PARTNERS LP 909 MONTGOMERY STREET SUITE 400 SAN FRANCISCO,Â CAÂ 94133	Â	Â X	Â	Â
RICHARD C BLUM & ASSOCIATES INC 909 MONTGOMERY STREET SUITE 400 SAN FRANCISCO,Â CAÂ 94133	Â	Â X	Â	Â
Blum Strategic GP III, L.L.C. 909 MONTGOMERY STREET SUITE 400 SAN FRANCISCO,Â CAÂ 94133	Â	Â X	Â	Â
Saddlepoint Partners GP, L.L.C. 909 MONTGOMERY STREET SUITE 400 SAN FRANCISCO,Â CAÂ 94133	Â	Â X	Â	Â

Signatures

/s/ See Attached Signature Page		08/13/2007
^**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)	These shares are owned directly by BK Capital Partners IV, L.P.
(2)	These shares are owned directly by Stinson Capital Partners, L.P.
(3)	These shares are owned directly by Stinson Capital Partners II, L.P.
(4)	These shares are owned directly by Stinson Capital Partners A, L.P.
(5)	These shares are owned directly by Stinson Capital Partners D, L.P.
(6)	These shares are owned directly by Stinson Capital Partners M, L.P.
(7)	These shares are owned directly by Stinson Capital Partners L, L.P.
(8)	These shares are owned directly by Stinson Capital Partners (QP), L.P.
(9)	These shares are owned directly by Stinson Dominion, L.P.
(10)	These shares may be deemed to be owned indirectly by the following parties: (i) Blum Capital Partners, L.P. ("Blum LP"), the general partner of the limited partnerships described in Notes (1), (2), (3), (4), (5), (6), (7) (8) and (9); and (ii) Richard C. Blum & Associates, Inc. ("RCBA Inc."), the general partner of Blum LP. Blum LP and RCBA Inc. disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
(11)	These shares are owned directly by Saddlepoint Partners (Cayman), L.P. ("Saddlepoint"). The shares also may be deemed to be owned indirectly by (i) Saddlepoint Partners GP, L.L.C. ("Saddlepoint GP"), the general partner of Saddlepoint; (ii) Blum LP, the managing member of Saddlepoint GP; and (iii) RCBA Inc., the general partner of Blum LP. Saddlepoint GP, Blum LP and RCBA Inc. disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
(12)	These shares are owned directly by Blum Strategic Partners III, L.P. ("Strategic III"). The shares also may be deemed to be owned indirectly by (i) Blum Strategic GP III, L.P. ("Blum GP III LP"), the general partner of Strategic III, and (ii) Blum Strategic GP III, L.L.C. ("Blum GP III"), the general partner of Blum GP III LP. Both Blum GP III LP and Blum GP III disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
(13)	These shares are owned directly by the Virginia Electric and Power Company Qualified Nuclear Decommissioning Trust ("Virginia Electric"). Virginia Electric disclaims membership in a group with any of the Reporting Persons and therefore is not subject to Section 16. Blum LP, a registered investment advisor, has voting and investment discretion with respect to the shares owned by Virginia Electric, but no Reporting Person has a reportable pecuniary interest in any of the shares owned by Virginia Electric.
(14)	These shares are owned directly by The Nuclear Decommissioning Trust of Dominion Nuclear Connecticut, Inc. ("Dominion Connecticut"). Dominion Connecticut disclaims membership in a group with any of the Reporting Persons and therefore is not subject to Section 16. Blum LP, a registered investment advisor, has voting and investment discretion with respect to the shares owned by Dominion Connecticut, but no Reporting Person has a reportable pecuniary interest in any of the shares owned by Dominion Connecticut.

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