ATGE Adtalem Global Education Inc

CUSIP No. 251893103

CUSIP No. 251893103

CUSIP No. 251893103

EXPLANATORY NOTE

This Amendment No. 7 to Schedule 13D (the “Amendment”) is being filed with respect to the Reporting Persons’ beneficial ownership in DeVry Education Group Inc. (“DeVry” or the “Issuer”). This amendment supplements the Schedule D as previously filed on June 22, 2016 (as amended, the “Schedule 13D”). Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment shall have the same meaning herein as are ascribed to such terms in Schedule 13D.

Item 4. Purpose of Transaction

Item 4 is hereby amended to add the following:

On December 8, 2016, DeVry entered into a letter agreement (the “Letter Agreement”) with Michael W. Malafronte and International Value Advisers, LLC, relating to the Support Agreement (the “Support Agreement”) previously entered into on June 29, 2016 by and among DeVry, International Value Advisers, LLC and affiliated parties listed therein (collectively, “IVA”), and Michael W. Malafronte, in his individual capacity and as a member of IVA. In particular, the Support Agreement provides that Mr. Malafronte’s resignation from the board of directors of DeVry shall become effective in the event IVA and IVA Affiliates (as defined in the Support Agreement) ceases collectively to beneficially own or have other ownership interest in aggregate Net Long Positions (as defined under the Support Agreement) of at least 10% of the outstanding shares of DeVry common stock (the “10% Ownership Requirement”). Pursuant to the Letter Agreement, DeVry has agreed that Mr. Malafronte may remain a member of the board of directors for the duration of his term ending at the 2017 annual meeting of shareholders even if the 10% Ownership Requirement is not otherwise met during such term.

The foregoing description of certain terms contained in the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Letter Agreement, a copy of which is attached hereto as Exhibit D and is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer

Item 5 a. and b. is hereby amended and restated as follows:

The aggregate percentage of Share reportedly owned by each person named herein is based upon 62,623,000 Shares outstanding, as of October 27, 2016 and reported in the Issuer’s Form 10-Q filed on November 2, 2016.

As of December 9, 2016, the Reporting Persons collectively beneficially owned an aggregate of 6,296,547 Shares, constituting 10.1% of the Issuer’s outstanding Shares.

Each Reporting Person, as a member of a “group” with the other Reporting Persons, may be deemed beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 7. Material to be Filed as Exhibits

SIGNATURE

            After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 9, 2016

International Value Advisers, LLC

EXHIBIT INDEX

*Previously Filed

Exhibit A

TRANSACTIONS SINCE THE MOST RECENT FILING

The Reporting Persons engaged in the following transactions in shares of Common Stock of the Issuer since the most recent filing of Schedule 13D/A on November 29, 2016:

Exhibit D

Letter Agreement

BY E-MAIL

December 8, 2016

International Value Advisers, LLC
717 5th Avenue, 10th Floor
New York, New York 10022

Dear Michael and Shanda:

Reference is made to Section 1(f) of that certain Support Agreement, dated June 29, 2016 (the “Support Agreement”), by and among persons affiliated with International Value Advisers, LLC described therein, DeVry Education Group Inc. (“DeVry Group”) and Michael Malafronte and that certain letter of Irrevocable Resignation of even date from Michael Malafronte (the “Resignation Letter”) delivered to DeVry Group in connection therewith. Capitalized but not defined terms shall have the meanings set forth in the Support Agreement.

As discussed, under the terms of Section 1(f) of the Support Agreement and the Resignation Letter, Michael Malafronte’s resignation from the board of directors of DeVry Group (the “Board”) would become effective in the event “IVA, together with all of the IVA Affiliates, ceases collectively to beneficially own or have other ownership interest in aggregate Net Long Positions of at least 10% of the outstanding shares of Common Stock” (the aforementioned clause being the “10% Threshold Condition”). The Board has valued and appreciated Michael Malafronte’s contributions as a director and hereby extends an invitation for Mr. Malafronte to remain a member of the Board for the duration of the term ending at the 2017 Annual Meeting of Shareholders (the “2016-2017 Term”) in the event the 10% Threshold Condition would otherwise be satisfied.

If Mr. Malafronte wishes to continue his service on the DeVry Group Board during the 2016-2017 Term, please sign this letter below and return a .pdf copy to Gregory S. Davis at gsdavis@devrygroup.com. Upon receipt of a countersigned version of this letter, DeVry Group hereby waives its rights under the 10% Threshold Condition and, accordingly, the Resignation Letter shall not become effective in the event the 10% Threshold Condition is otherwise satisfied.