Amended Statement of Beneficial Ownership (sc 13d/a)
December 23 2016 - 5:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d -1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d
-2(a)
(Amendment No. 9)*
DeVry Education Group
Inc.
(Name of Issuer)
Common Stock, par value $0.01
(Title
of Class of Securities)
251893103
(CUSIP Number)
Shanda Scibilia
International Value Advisers, LLC
717 Fifth Avenue, 10th Floor
New York, NY 10022
(212) 584-3570
(Name, Address and Telephone
Number of Person Authorized to Receive Notices and Communications)
December 19, 2016
(Date of Event Which
Requires Filing of This Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule
13d-1(g), check the following box [ ]
Note.
Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits.
See
§ 240.13d -7 for other parties to whom copies are to be sent.
*
|
The remainder of this cover page shall be filled out for
a reporting persons initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover
page.
|
The information required on the remainder of this cover page
shall not be deemed to be filed for the purpose of Section 18 of the
Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the
Act (however,
see
the
Notes.
)
CUSIP No. 251893103
1.
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Names of Reporting Persons.
|
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I.R.S. Identification Nos. of above persons (entities
only).
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International Value Advisers, LLC
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ] (b) [ ]
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3.
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SEC Use Only
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|
|
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4.
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Source of Funds
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AF
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5.
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Check Box if Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e)
[ ]
|
|
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6.
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Citizenship or Place of Organization
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|
|
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Delaware, United States
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|
7.
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Sole Voting Power
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|
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Number of
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0
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Shares
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8.
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Shared Voting Power
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Beneficially
|
|
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owned by
|
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4,086,702
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Each
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9.
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Sole Dispositive Power
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Reporting
|
|
|
Person
|
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0
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With:
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10.
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Shared Dispositive Power
|
|
|
|
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4,390,528
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11.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
|
|
|
|
4,390,528
|
12.
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Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
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|
|
|
[ ]
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13.
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Percent of Class Represented by Amount in Row (11)
7.0%
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14.
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Type of Reporting Person (See Instructions)
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IA
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CUSIP No. 251893103
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons
(entities only).
|
|
|
|
Charles de Vaulx
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2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ] (b) [ ]
|
|
|
3.
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SEC Use Only
|
|
|
|
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4.
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Source of Funds
|
|
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OO
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5.
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Check Box if Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e)
[ ]
|
|
|
6.
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Citizenship or Place of Organization
|
|
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France
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7.
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Sole Voting Power
|
|
|
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Number of
|
|
0
|
Shares
|
8.
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Shared Voting Power
|
Beneficially
|
|
|
owned by
|
|
4,086,702
|
Each
|
9.
|
Sole Dispositive Power
|
Reporting
|
|
|
Person
|
|
0
|
With:
|
10.
|
Shared Dispositive Power
|
|
|
|
|
|
4,390,528
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
|
|
|
4,390,528
|
12.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
|
|
|
|
[ ]
|
13.
|
Percent of Class Represented by Amount in Row (11)
7.0%
|
|
|
14.
|
Type of Reporting Person (See Instructions)
|
|
|
|
IN
|
CUSIP No. 251893103
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons
(entities only).
|
|
|
|
Charles de Lardemelle
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ] (b) [ ]
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
Source of Funds
|
|
|
|
OO
|
5.
|
Check Box if Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e)
[ ]
|
|
|
6.
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Citizenship or Place of Organization
|
|
|
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United States
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|
7.
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Sole Voting Power
|
|
|
|
Number of
|
|
0
|
Shares
|
8.
|
Shared Voting Power
|
Beneficially
|
|
|
owned by
|
|
0
|
Each
|
9.
|
Sole Dispositive Power
|
Reporting
|
|
|
Person
|
|
0
|
With:
|
10.
|
Shared Dispositive Power
|
|
|
|
|
|
4,390,528
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
|
|
|
4,390,528
|
12.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
|
|
|
|
[ ]
|
13.
|
Percent of Class Represented by Amount in Row (11)
7.0%
|
|
|
14.
|
Type of Reporting Person (See Instructions)
|
|
|
|
IN
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EXPLANATORY NOTE
This Amendment No. 9 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 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 Issuers Form 10-K filed on November 2, 2016.
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1.
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IVA
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a)
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As of December 22, 2016, 4,390,528 Shares in aggregate were deemed to be beneficially owned by IVA, as the investment manager to i) WORLD which owns 2,689,761 Shares constituting 4.3% of the Issuer’s outstanding Shares, ii) IVAGMF which owns 194,425 Shares constituting 0.3 % of the Issuer’s outstanding Shares, iii) SICAV which owns 319,273 Shares constituting 0.5% of the Issuer’s outstanding Shares, and iv) the Managed Accounts which own 1,187,069 Shares constituting 1.9% of the Issuer’s outstanding Shares.
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Percentage: 7.0%
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b)
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Sole power to vote or direct the vote: 0
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Shared power to vote or direct the vote: 4,086,702
Sole power to dispose or direct the disposition: 0
Shared power to
dispose or direct the disposition: 4,390,528
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2.
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Charles de Vaulx
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a)
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Mr. De Vaulx, as the CIO and managing member of IVA, may
be deemed the beneficial owner of 4,390,528 Shares owned by the Funds and
the Managed Accounts.
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Percentage: 7.0%
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b)
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Sole power to vote or direct the vote: 0
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Shared power to vote or direct the vote: 4,086,702
Sole power to dispose or direct the disposition: 0
Shared power to
dispose or direct the disposition: 4,390,528
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3.
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Chuck de Lardemelle
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a)
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Mr. de Lardemelle, as a PM and managing member of IVA,
may be deemed the beneficial owner of 4,390,528 Shares owned by the Funds
and the Managed Accounts.
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|
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Percentage: 7.0%
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b)
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Sole power to vote or direct the vote: 0
Shared power
to vote or direct the vote: 0
Sole power to dispose or direct the
disposition: 0
|
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|
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Shared power to dispose or direct the disposition:
4,390,528
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As of December 22, 2016, the Reporting Persons collectively beneficially owned an aggregate of 4,390,528 Shares, constituting 7.0% 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 23, 2016
International Value Advisers, LLC
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By:
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/s/ Michael W. Malafronte
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Name:
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Michael W. Malafronte
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Title:
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Managing Partner
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Charles de Vaulx
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/s/
Charles de Vaulx
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Charles de Lardemelle
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/s/
Charles de Lardemelle
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EXHIBIT INDEX
Exhibit A
|
Transactions in Shares that were effected by IVA since
the most recent filing of Schedule 13D/A on December 16, 2016
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Exhibit B
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Joint Filing Agreement*
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Exhibit C
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Support Agreement, dated June 29, 2016 by and among DeVry
Education Group, Inc., International Value Advisers, LLC (IVA), and
Michael Malafronte*
|
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Exhibit D
|
Letter Agreement, dated December 9, 2016, by and among
DeVry Education Group, Inc., International Value Advisers, LLC (IVA),
and Michael Malafronte*
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*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 December 16, 2016:
|
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Transaction Type
|
|
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Account
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Date of Transaction
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(Purchase or Sale)
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Shares
|
Price
|
IVAGMF
|
12/16/2016
|
Sale
|
3,556
|
$32.05
|
WORLD
|
12/16/2016
|
Sale
|
47,559
|
$32.05
|
SICAV
|
12/16/2016
|
Sale
|
5,679
|
$32.05
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Managed Accounts
|
12/16/2016
|
Sale
|
21,250
|
$32.05
|
IVAGMF
|
12/19/2016
|
Sale
|
18,210
|
$32.13
|
WORLD
|
12/19/2016
|
Sale
|
243,580
|
$32.13
|
SICAV
|
12/19/2016
|
Sale
|
29,083
|
$32.13
|
Managed Accounts
|
12/19/2016
|
Sale
|
108,843
|
$32.13
|
IVAGMF
|
12/20/2016
|
Sale
|
6,992
|
$32.33
|
WORLD
|
12/20/2016
|
Sale
|
96,795
|
$32.33
|
SICAV
|
12/20/2016
|
Sale
|
11,018
|
$32.33
|
Managed Accounts
|
12/20/2016
|
Sale
|
42,479
|
$32.33
|
IVAGMF
|
12/21/2016
|
Sale
|
5,443
|
$31.98
|
WORLD
|
12/21/2016
|
Sale
|
75,352
|
$31.98
|
SICAV
|
12/21/2016
|
Sale
|
8,577
|
$31.98
|
Managed Accounts
|
12/21/2016
|
Sale
|
33,068
|
$31.98
|
IVAGMF
|
12/22/2016
|
Sale
|
6,366
|
$31.88
|
WORLD
|
12/22/2016
|
Sale
|
88,127
|
$31.88
|
SICAV
|
12/22/2016
|
Sale
|
10,032
|
$31.88
|
Managed Accounts
|
12/22/2016
|
Sale
|
38,675
|
$31.88
|
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