Devry Education Group Inc. (DV): International Value Advisers Lowers Stake

CUSIP No. 251893103

CUSIP No. 251893103

CUSIP No. 251893103

EXPLANATORY NOTE

International Value Advisers, LLC previously filed a statement
on Schedule 13G with the Securities and Exchange Commission on February 13,
2015, as amended, with respect to the securities that are the subject of this
Schedule 13D pursuant to Rule 13d-1(c) under the Securities Exchange Act of
1934, as amended (the Act).

Item 1. Security and Issuer

     This statement relates to the common stock, par
value $0.01 per share (the Shares), of DeVry Education Group Inc., a Delaware
corporation (the Issuer), with principal executive offices at 3005 Highland
Parkway, Downers Grove, IL 60515.

Item 2. Identity and Background

            (a)
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 Master Fund L.P., a Cayman Islands
exempted limited partnership (IVAGMF); 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 IVAGMFs 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.

IVA and the PMs are each referred to
herein individually as a Reporting Person and collectively as the Reporting
Persons.

            (b)
The principal business address of IVA and the PMs is 717 Fifth Avenue,
10^th Floor, New York, NY 10022.

(c) The principal business of IVA and the PMs is to invest funds for client
accounts under their management.

            (d)
Neither IVA nor the PMs has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).

            (e)
Neither IVA nor the PMs has, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.

            (f)
IVA is a Delaware limited liability company. Charles de Vaulx is a citizen of
France and Chuck de Lardemelle is a citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration

            The
Shares reported herein were acquired at an aggregate purchase amount of
$391,057,963. The Shares were acquired with investment funds of the Managed
Accounts and Funds advised by IVA.

Item 4. Purpose of Transaction

            IVA
originally acquired the Shares for investment purposes in the ordinary course of
business.

            In
pursuing such investment purposes, the Reporting Persons may further purchase,
hold, vote, trade, dispose or otherwise deal in the Shares at times, and in such
manner, as they deem advisable to benefit from changes in market prices of such
Shares, changes in the Issuer’s operations, business strategy or prospects, or
from sale or merger of the Issuer. To evaluate such alternatives, the Reporting
Persons will routinely monitor the Issuer’s operations, prospects, business
development, management, competitive and strategic matters, capital structure,
and prevailing market conditions, as well as alternative investment
opportunities, liquidity requirements of the Reporting Persons and other
investment considerations. Consistent with its investment research methods and
evaluation criteria, the Reporting Persons have discussed and may further discuss such matters with
management or directors of the Issuer, other shareholders, industry analysts,
existing or potential strategic partners or competitors, investment and
financing professionals, sources of credit and other investors. Such factors and
discussions may materially affect, and result in, the Reporting Persons’
modifying their ownership of the Issuers Shares, exchanging information with
the Issuer pursuant to appropriate confidentiality or similar agreements,
proposing changes in the Issuer’s operations or board of directors, governance
or capitalization, or in proposing one or more of the other actions described in
subsections (a) through (j) of Item 4 of Schedule 13D.

            The
Reporting Persons reserve the right to formulate other plans and/or make other
proposals, and take such actions with respect to their investment in the Issuer,
including any or all of the actions set forth in paragraphs (a) through (j) of
Item 4 of Schedule 13D, or acquire additional Shares or dispose of all the
Shares beneficially owned by them, in the public market or privately negotiated
transactions. The Reporting Persons may at any time reconsider and change their
plans or proposals relating to the foregoing.

Item 5. Interest in Securities of the Issuer

            The
aggregate percentage of Share reportedly owned by each person named herein is
based upon 62,751,000 Shares outstanding, as of April 29, 2016 and reported in
the Issuers Form 10-Q filed on May 5, 2016.

            As
of June 22, 2016, the Reporting Persons collectively beneficially owned an
aggregate of 12,221,652 Shares, constituting 19.5% 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 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer

            On
June 22, 2016 the Reporting Persons entered into a Joint Filing Agreement in
which, among other things, the Reporting Persons agreed to joint filing on
behalf of each of them of statements on Schedule 13D with respect to the
securities of the Issuer. The Joint Filing Agreement is attached hereto
Exhibit B.

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: June 22, 2016

International Value Advisers, LLC

EXHIBIT INDEX

Exhibit A

TRANSACTIONS DURING PAST 60 DAYS

The Reporting Persons engaged in the following transactions in
shares of Common Stock of the Issuer during the past 60 days: