X0306 4 2013-02-13 0000730464 DEVRY INC DV 0001239921 HAMBURGER DANIEL 3005 HIGHLAND PARKWAY DOWNERS GROVE IL 60515 1 1 President and CEO Common Stock 2013-02-13 4 A 0 6850 30.54 A 84168 D Stock Appreciation Right 51.23 2013-02-13 4 A 0 45200 51.23 A 2013-02-13 2018-08-28 Common Stock 45200 45200 D Stock Appreciation Right 38.71 2013-02-13 4 A 0 34100 38.71 A 2013-02-13 2020-08-27 Common Stock 34100 34100 D Stock Appreciation Right 41.87 2013-02-13 4 A 0 20200 41.87 A 2013-02-13 2021-08-24 Common Stock 20200 20200 D Stock Appreciation Right 30.54 2013-02-13 4 A 0 17515 30.54 A 2013-08-29 2022-08-29 Common Stock 17515 17515 D 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. The SARs vest 50% on February 13, 2013, 25% on August, 27, 2013 and 25% on August 27, 2014. The SARs vest 25% on February 13, 2013, 25% on August 24, 2013, 25% on August 24, 2014 and 25% on August 24, 2015. The SARs vest in four equal installments on August 29th of each of 2013, 2014, 2015 and 2016. /s/ Gregory S. Davis for Daniel Hamburger 2013-02-15