X0306 4/A 2012-08-29 2012-08-31 0000730464 DEVRY INC DV 0001239921 HAMBURGER DANIEL 3005 HIGHLAND PARKWAY DOWNERS GROVE IL 60515 1 1 President and CEO Non-qualified Stock Option (Right to Buy) 18.60 2012-08-29 4 A 0 232534 0 A 2013-08-29 2022-08-29 Common Stock 232534 232534 D As previously reported on a Form 4 filed on August 31, 2012 by the reporting person, the reporting person reported acquiring Non-Qualified Stock Options (NQSOs) to purchase 250,049 shares of common stock. However, DeVry Inc. subsequently determined that, after issuing NQSOs to purchase 87,910 shares of common stock under DeVry Inc.'s 2003 Stock Incentive Plan (with all NQSOs in excess of such amount to be granted pursuant to DeVry Inc.'s Amended and Restated 2005 Incentive Plan (the "2005 Plan")), NQSOs to purchase 17,515 shares of common stock were not validly granted pursuant to the 2005 Plan because they, together with 5,376 Incentive Stock Options granted simultaneously with the NQSOs under the 2005 Plan, exceeded the limit on the number of stock options that may be granted to any individual participant one year period. Accordingly, the attempted grant of these excess stock options was ineffective, and they were never granted to the reporting person. The reporting person is filing this amendment to report the correct amount of stock options acquired. This option vests at 25% per year. This option will be fully vested at the end of the 4th year. /s/ Gregory S. Davis for Daniel Hamburger 2012-12-17