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13D Filing: International Value Advisers and Devry Education Group Inc. (DV)

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
International Value Advisers 2,984,568 2,984,568 4.8%
Charles de Lardemelle 2,984,568 2,984,568 4.8%
Charles De Vaulx
Charles De Vaulx
International Value Advisers

Page 1 of 9 – SEC Filing


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. 10)*

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)

April 20, 2017
(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.)

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Page 2 of 9 – SEC Filing

CUSIP No. 251893103

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities
only).

International Value Advisers, LLC

2.

Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [   ] (b) [   ]

3.

SEC Use Only

4.

Source of Funds

AF

5.

Check Box if Disclosure of Legal Proceeding is Required
Pursuant to Items 2(d) or 2(e)
[   ]

6.

Citizenship or Place of Organization

Delaware, United States

7. Sole Voting Power
Number of 0
Shares 8. Shared Voting Power
Beneficially
owned by 2,769,066
Each 9. Sole Dispositive Power
Reporting
Person 0
With: 10. Shared Dispositive Power
2,984,568
11.

Aggregate Amount Beneficially Owned by Each Reporting
Person

2,984,568

12.

Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)

[   ]

13.

Percent of Class Represented by Amount in Row (11)

4.8%

14.

Type of Reporting Person (See Instructions)

IA

 

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Page 3 of 9 – SEC Filing

CUSIP No. 251893103

1. Names of Reporting Persons.
I. R.S. Identification Nos. of above persons
(entities only).
Charles de Vaulx
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. Citizenship or Place of Organization
France
7. Sole Voting Power
Number of 0
Shares 8. Shared Voting Power
Beneficially
owned by 2,769,066
Each 9. Sole Dispositive Power
Reporting
Person 0
With: 10. Shared Dispositive Power
2,984,568
11.

Aggregate Amount Beneficially Owned by Each Reporting
Person

2,984,568

12.

Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)

[   ]

13.

Percent of Class Represented by Amount in Row (11)

4.8%

14.

Type of Reporting Person (See Instructions)

IN

 

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Page 4 of 9 – SEC Filing

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. Citizenship or Place of Organization
United States
7. 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
2,984,568
11.

Aggregate Amount Beneficially Owned by Each Reporting
Person

2,984,568

12.

Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)

[   ]

13.

Percent of Class Represented by Amount in Row (11)

4.8%

14.

Type of Reporting Person (See Instructions)

IN

 

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Page 5 of 9 – SEC Filing

EXPLANATORY NOTE

This Amendment No. 11 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.

As of April 20, 2017, the Reporting Persons beneficially own
less than five percent of the Shares of the Issuer. This is the final amendment
to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

Item 2. Identity and Background

Item 2 a. is hereby amended and restated as follows:

The Shares reported herein are held by various separately
managed account clients (the Managed Accounts) and certain funds (the Funds)
under the management and control of International Value Advisers, LLC (IVA), a
Delaware limited liability company and an investment adviser registered under
the Investment Advisers Act of 1940. The Funds are the following: (i) IVA
Worldwide Fund, an investment company registered under the Investment Company
Act of 1940, as amended (WORLD); (ii) IVA Global Delaware Fund, L.P., a
Delaware limited partnership (GLOBAL); and (iii) IVA Global SICAV, an
investment company registered in the Grand Duchy of Luxembourg as an undertaking
for collective investment in transferable securities (SICAV). IVA is also the
managing partner of GLOBALs general partner. Charles de Vaulx and Charles
(Chuck) de Lardemelle are portfolio managers (each a PM, and together, the
PMs) for the Managed Accounts and Funds and, as such, have the authority to
make decisions regarding disposition of all Shares. Charles de Vaulx also acts
as Chief Investment Officer (the CIO) of IVA and has the authority to make
decisions regarding voting of some of the Shares.

Item 5. Interest in Securities of the Issuer

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

The aggregate percentage of Share reportedly owned by each
person named herein is based upon 62,885,000 Shares outstanding, as of January
26, 2017 and reported in the Issuers Form 10-Q filed on February, 2, 2017.

1.

IVA

a)

As of April 25, 2017, 2,984,568 Shares in aggregate were
deemed to be beneficially owned by IVA, as the investment manager to i)
WORLD which owns 1,805,698 Shares constituting 2.9% of the Issuers
outstanding Shares, ii) GLOBAL which owns 143,117 Shares constituting 0.2%
of the Issuers outstanding Shares, iii) SICAV which owns 212,929 Shares
constituting 0.3% of the Issuers outstanding Shares, and iv) the Managed
Accounts which own 822,824 Shares constituting 1.3% of the Issuers
outstanding Shares.

Percentage: 4.8%

b)

Sole power to vote or direct the vote: 0

Shared power to vote or direct the vote: 2,769,066

Sole power to dispose or direct the disposition: 0
Shared power to
dispose or direct the disposition: 2,984,568

 

2.

Charles de Vaulx

a)

Mr. De Vaulx, as the CIO and managing member of IVA, may
be deemed the beneficial owner of 2,984,568 Shares owned by the Funds and
the Managed Accounts.

Percentage: 4.8%

 

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Page 6 of 9 – SEC Filing


b)

Sole power to vote or direct the vote: 0

Shared power to vote or direct the vote: 2,769,066

Sole power to dispose or direct the disposition: 0
Shared power to
dispose or direct the disposition: 2,984,568

 

3.

Chuck de Lardemelle

a)

Mr. de Lardemelle, as a PM and managing member of IVA,
may be deemed the beneficial owner of 2,984,568 Shares owned by the Funds
and the Managed Accounts.

Percentage: 4.8%

b)

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

Shared power to dispose or direct the disposition:
2,984,568

(e) On April 20, 2017, the Reporting Persons ceased to be the
beneficial owners of more than five percent of the Shares of the Issuer.

As of April 25, 2017, the Reporting Persons collectively
beneficially owned an aggregate of 2,984,568 Shares, constituting 4.8% of the
Issuers 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

Exhibit A

Transactions in Shares that were effected by IVA since
the most recent filing of 13D/A on April 17, 2017.

 

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Page 7 of 9 – SEC Filing

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: April 25, 2017

International Value Advisers, LLC

By: /s/ Michael W. Malafronte
Name: Michael W. Malafronte
Title: Managing Partner

 

Charles de Vaulx
/s/
Charles de Vaulx
Charles de Lardemelle
/s/
Charles de Lardemelle

 

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Page 8 of 9 – SEC Filing

EXHIBIT INDEX

Exhibit A

Transactions in Shares that were effected by IVA since
the most recent filing of 13D/A on April 17, 2017.

Exhibit B

Joint Filing Agreement*

Exhibit C

Support Agreement, dated June 29, 2016 by and among DeVry
Education Group, Inc., International Value Advisers, LLC (IVA), and
Michael Malafronte*

Exhibit D

Letter Agreement, dated December 9, 2016, by and among
DeVry Education Group, Inc., International Value Advisers, LLC (IVA),
and Michael Malafronte*

*Previously Filed

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Page 9 of 9 – SEC Filing

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 April 17, 2017:

Transaction Type
Account Date of Transaction (Purchase or Sale) Shares Price
GLOBAL 4/20/2017 Sale 17,783 $35.84
WORLD 4/20/2017 Sale 226,275 $35.84
SICAV 4/20/2017 Sale 26,139 $35.84
Managed Accounts 4/20/2017 Sale 102,726 $35.84

 


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