FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

TAYLOR RONALD L
2. Issuer Name and Ticker or Trading Symbol

DEVRY EDUCATION GROUP INC. [ DV ]
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
(Last)          (First)          (Middle)

3005 HIGHLAND PARKWAY
3. Date of Earliest Transaction (MM/DD/YYYY)

8/29/2016
(Street)

DOWNERS GROVE, IL 60515
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   (1) (2) (3) 8/29/2016     M    900   A $21.62   740199   D    
Common Stock   (1) (2) (3) 8/29/2016     S    900   D $23.50   739299   D    
Common Stock   (1) (2) (3) 8/30/2016     M    4100   A $21.62   743399   D    
Common Stock   (1) (2) (3) 8/30/2016     S    4100   D $23.5265   739299   D    
Common Stock                  1000   I   By Daughter  
Common Stock                  1000   I   By Daughter 1  
Common Stock                  800   I   By Daughter D  
Common Stock                  1000   I   By Daughter M  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (Right to Buy)   $21.62   8/29/2016     M         900    10/3/2007   (4) 10/3/2016   Common Stock   900   $0   7450   D    
Incentive Stock Option (Right to Buy)   $21.62   8/30/2016     M         4100    10/3/2007   (4) 10/3/2016   Common Stock   4100   $0   3350   D    

Explanation of Responses:
( 1)  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.
( 2)  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.
( 3)  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.
( 4)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
TAYLOR RONALD L
3005 HIGHLAND PARKWAY
DOWNERS GROVE, IL 60515



Senior Advisor/Director

Signatures
/s/ Gregory S. Davis for Ronald L. Taylor 8/31/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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