0000949377-20-000159.txt : 20200520 0000949377-20-000159.hdr.sgml : 20200520 20200520161322 ACCESSION NUMBER: 0000949377-20-000159 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20200520 DATE AS OF CHANGE: 20200520 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Adtalem Global Education Inc. CENTRAL INDEX KEY: 0000730464 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 363150143 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43087 FILM NUMBER: 20898251 BUSINESS ADDRESS: STREET 1: 500 WEST MONROE STREET 2: 28TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60661 BUSINESS PHONE: 630-515-7700 MAIL ADDRESS: STREET 1: 500 WEST MONROE STREET 2: 28TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60661 FORMER COMPANY: FORMER CONFORMED NAME: Adtalem Global Education DATE OF NAME CHANGE: 20170522 FORMER COMPANY: FORMER CONFORMED NAME: Adtalem Global Education Inc. DATE OF NAME CHANGE: 20170519 FORMER COMPANY: FORMER CONFORMED NAME: Adtalem Global Education DATE OF NAME CHANGE: 20170519 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: International Value Advisers, LLC CENTRAL INDEX KEY: 0001456417 IRS NUMBER: 412253838 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 212-584-3570 MAIL ADDRESS: STREET 1: 717 FIFTH AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 iva_adtalem-13da.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)

(Amendment No. 3)*

Adtalem Global Education Inc.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

00737L103

(CUSIP Number)

Shanda Scibilia

International Value Advisers, LLC

717 Fifth Avenue, 10th Floor

New York, NY 10022

(212) 584-3570

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 11, 2020

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box ☐.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.)

CUSIP No. 00737L103


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). International Value Advisers, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Source of Funds AF
5.	Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization Delaware, United States
Number of Shares Beneficially owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 3,057,135
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 3,445,368
11.	Aggregate Amount Beneficially Owned by Each Reporting Person
12.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 6.7%
14.	Type of Reporting Person (See Instructions) IA

CUSIP No. 00737L103


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Charles de Vaulx
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Source of Funds OO
5.	Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially owned by Each Reporting Person With:		7.	Sole Voting Power 0
		8.	Shared Voting Power 2,579,086
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 2,967,319
11.	Aggregate Amount Beneficially Owned by Each Reporting Person
12.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 5.7%
14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 00737L103


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Charles de Lardemelle
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Source of Funds OO
5.	Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially owned by Each Reporting Person With:		7.	Sole Voting Power 478,049
		8.	Shared Voting Power 2,579,086
		9.	Sole Dispositive Power 478,049
		10.	Shared Dispositive Power 2,967,319
11.	Aggregate Amount Beneficially Owned by Each Reporting Person
12.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 6.7%
14.	Type of Reporting Person (See Instructions) IN

EXPLANATORY NOTE

This Amendment No. 3 to Schedule 13D (the “Amendment”) is being filed with respect to the Reporting Persons’ beneficial ownership in Adtalem Global Education Inc. (“Adtalem” or the “Issuer”). This amendment supplements the Schedule D as previously filed on February 21, 2020 (as amended, the “Schedule 13D”). Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment shall have the same meaning herein as are ascribed to such terms in Schedule 13D.

Item 2. Identity and Background

Item 2 a. is hereby amended and restated as follows:

The Shares reported herein are held by various separately managed account clients (“Managed Account” or 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 Fund (Delaware) L.P., a Delaware limited partnership (“IVAGF”); 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 IVAGF’s general partner. Charles de Vaulx and Charles (“Chuck”) de Lardemelle are co-Chief Investment Officers (each a “CIO”, and together, the “CIOs”) for, WORLD, IVAGF and all but one Managed Account and, as such, have the authority to make decisions regarding disposition of their Shares and the authority to make decisions regarding voting of some of the shares. Chuck de Lardemelle also acts as the sole Portfolio Manager for a Managed Account and the SICAV, and, as such, has the authority to make decision regarding disposition of their shares and the authority to make decisions regarding voting all of their Shares. IVA and the CIOs are each referred to herein individually as a “Reporting Person” and collectively as the “Reporting Persons.”

Item 5. Interest in Securities of the Issuer

The aggregate percentage of Share reportedly owned by each person named herein is based upon 51,802,441 Shares outstanding, as of April 28, 2020 and reported in the Issuer’s Form 10-Q filed on May 5, 2020.

IVA

As of May 19, 2020, Shares in aggregate were deemed to be beneficially owned by IVA, as the investment manager to i) WORLD which owns 1,993,069 Shares constituting 3.8% of the Issuer’s outstanding Shares, ii) IVAGF which owns 110,885 Shares constituting 0.2% of the Issuer’s outstanding Shares, iii) SICAV which owns 232,495 Shares constituting 0.4% of the Issuer’s outstanding Shares, and iv) the Managed Accounts which own 1,108,919 Shares constituting 2.1% of the Issuer’s outstanding Shares.

Percentage: 6.7%

Sole power to vote or direct the vote: 0

Shared power to vote or direct the vote: 3,057,135

Sole power to dispose or direct the disposition: 0

Shared power to dispose or direct the disposition: 3,445,368

Charles de Vaulx

Mr. De Vaulx, as the co-CIO and managing member of IVA, may be deemed the beneficial owner of 2,967,319 Shares owned by certain Funds and all but one Managed Account.

Percentage: 5.7%

Sole power to vote or direct the vote: 0

Shared power to vote or direct the vote: 2,579,086

Sole power to dispose or direct the disposition: 0

Shared power to dispose or direct the disposition: 2,967,319

Chuck de Lardemelle

Mr. de Lardemelle, as a co-CIO and managing member of IVA, may be deemed the beneficial owner of 3,445,368 Shares owned by the Funds and the Managed Accounts.

Percentage: 6.7%

Sole power to vote or direct the vote: 478,049

Shared power to vote or direct the vote: 2,579,086

Sole power to dispose or direct the disposition: 478,049

Shared power to dispose or direct the disposition: 2,967,319

As of May 19, 2020, the Reporting Persons collectively beneficially owned an aggregate of 3,445,368 Shares, constituting 6.7% of the Issuer’s 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 7. Material to be Filed as Exhibits

Exhibit A Transactions in Shares that were effected by IVA since the most recent filing of 13D on March 20, 2020

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: May 20, 2020

International Value Advisers, LLC

By: /s/ Charles de Vaulx

Name: Charles de Vaulx

Title: Managing Member

Charles de Vaulx

/s/ Charles de Vaulx

Charles de Lardemelle

/s/ Charles de Lardemelle

EXHIBIT INDEX

Exhibit A Transactions in Shares that were effected by IVA since the most recent filing of 13D on March 20, 2020.

Exhibit B Joint Filing Agreement*

*Previously Filed

EX-1 2 iva_ex-a.htm

Exhibit A

TRANSACTIONS SINCE THE MOST RECENT FILING

The Reporting Persons engaged in the following transactions in shares of Common Stock of the Issuer since the most recent filing of Schedule 13D on March 20, 2020:

Account	Date of Transaction	Transaction Type (Purchase or Sale)	Shares	Price
Managed Account	3/24/2020	Sale	31,107	$23.61
SICAV	3/25/2020	Purchase	14,338	$25.44
Managed Account	3/25/2020	Purchase	21,865	$25.44
Managed Account	3/27/2020	Purchase	19,236	$24.85
Managed Account	3/30/2020	Purchase	46,375	$25.38
IVAGF	4/7/2020	Purchase	1,689	$24.97
Managed Accounts	4/7/2020	Purchase	14,771	$24.97
IVAGF	4/8/2020	Purchase	9,160	$25.92
Managed Account	4/8/2020	Purchase	80,131	$25.92
Managed Accounts	4/28/2020	Sale	14,477	$31.33
IVAGF	4/30/2020	Sale	8,878	$31.77
Managed Account	4/30/2020	Sale	45,312	$32.02
WORLD	5/4/2020	Sale	38,516	$31.49
WORLD	5/4/2020	Sale	46,781	$31.52
SICAV	5/4/2020	Sale	25,846	$31.52
Managed Account	5/4/2020	Sale	34,800	$31.52
WORLD	5/5/2020	Sale	1,290	$31.87
WORLD	5/5/2020	Sale	15,335	$32.01
SICAV	5/5/2020	Sale	8,472	$32.01
SICAV	5/5/2020	Sale	33,201	$31.87
Managed Account	5/5/2020	Sale	11,408	$32.01
Managed Account	5/5/2020	Sale	33,809	$31.87
WORLD	5/6/2020	Sale	794	$32.69
SICAV	5/6/2020	Sale	20,416	$32.69
Managed Account	5/6/2020	Sale	20,790	$32.69
IVAGF	5/11/2020	Sale	3,746	$33.90
WORLD	5/11/2020	Sale	84,192	$33.90
Managed Accounts	5/11/2020	Sale	33,183	$33.90
Managed Account	5/11/2020	Sale	200	$34.14
IVAGF	5/12/2020	Sale	2,691	$33.00
WORLD	5/12/2020	Sale	60,474	$33.00
Managed Accounts	5/12/2020	Sale	23,835	$33.00
SICAV	5/15/2020	Sale	17,548	$31.93
IVAGF	5/18/2020	Sale	617	$33.14
WORLD	5/18/2020	Sale	13,864	$33.14
Managed Accounts	5/18/2020	Sale	5,464	$33.14
IVAGF	5/18/2020	Sale	143	$33.03
WORLD	5/18/2020	Sale	3,214	$33.03
Managed Accounts	5/18/2020	Sale	2,516	$33.03
IVAGF	5/19/2020	Sale	181	$33.04
WORLD	5/19/2020	Sale	4,074	$33.04
Managed Accounts	5/19/2020	Sale	4,742	$33.04