Statement of Changes in Beneficial Ownership (4)
August 31 2016 - 1:14PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
TAYLOR RONALD L
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2. Issuer Name
and
Ticker or Trading Symbol
DEVRY EDUCATION GROUP INC.
[
DV
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
Senior Advisor/Director
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(Last)
(First)
(Middle)
3005 HIGHLAND PARKWAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/29/2016
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(Street)
DOWNERS GROVE, IL 60515
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
(1)
(2)
(3)
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8/29/2016
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M
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900
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A
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$21.62
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740199
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D
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Common Stock
(1)
(2)
(3)
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8/29/2016
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S
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900
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D
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$23.50
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739299
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D
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Common Stock
(1)
(2)
(3)
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8/30/2016
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M
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4100
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A
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$21.62
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743399
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D
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Common Stock
(1)
(2)
(3)
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8/30/2016
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S
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4100
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D
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$23.5265
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739299
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D
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Common Stock
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1000
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I
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By Daughter
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Common Stock
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1000
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I
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By Daughter 1
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Common Stock
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800
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I
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By Daughter D
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Common Stock
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1000
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I
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By Daughter M
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Incentive Stock Option (Right to Buy)
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$21.62
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8/29/2016
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M
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900
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10/3/2007
(4)
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10/3/2016
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Common Stock
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900
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$0
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7450
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D
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Incentive Stock Option (Right to Buy)
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$21.62
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8/30/2016
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M
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4100
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10/3/2007
(4)
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10/3/2016
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Common Stock
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4100
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$0
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3350
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D
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Explanation of Responses:
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(
1)
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The common stock is a restricted stock unit which represents a right to receive one share of common stock for each restricted stock unit. Stock units vest in three equal installments beginning on the anniversary of the transaction date.
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(
2)
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The common stock is a restricted stock unit which represents a right to receive one share of common stock for each restricted stock unit. The stock units vest on the fourth anniversary of the transaction date.
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(
3)
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The common stock is a restricted stock unit which represents a right to receive one share of common stock for each restricted stock unit. The restricted stock units vest in four equal installments beginning on the anniversary of the transaction date.
The restricted stock units and the stock appreciation rights reported in this Form 4 were granted to the reporting person to replace the value of stock option grants the reporting person was told he was receiving in 2008, 2010, 2011, and
2012 but were not fulfilled to the extent they exceeded the limit on the number of stock options that may be granted to any individual participant in a one-year period under the DeVry Inc. Amended and Restated 2005 Incentive Plan.
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(
4)
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This option vests at 20% per year. This option will be fully vested at the end of the 5th year. This option was issued in two parts- one as an ISO and the other as a non-qualified option due to the ISO limitations.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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TAYLOR RONALD L
3005 HIGHLAND PARKWAY
DOWNERS GROVE, IL 60515
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Senior Advisor/Director
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Signatures
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/s/ Gregory S. Davis for Ronald L. Taylor
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8/31/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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