Adtalem Global Education : Amended Statement of Beneficial Ownership

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. 1)*

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

[phone]

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

March 6, 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)
3. 1. ☐ (b) ☐
4. SEC Use Only
5. Source of Funds
   AF
6. Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e)
   ☐
7. Citizenship or Place of Organization Delaware, United States
8. 
   7. Sole Voting Power

Number of		0
Shares	8.	Shared Voting Power
Beneficially		2,929,499
owned by
Each	9.	Sole Dispositive Power
Reporting
Person		0
With:
10.	Shared Dispositive Power

3,245,862

1. Aggregate Amount Beneficially Owned by Each Reporting Person 3,245,862
2. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
   ☐
3. Percent of Class Represented by Amount in Row (11) 6.1%
4. 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)
3. 1. ☐ (b) ☐
4. SEC Use Only
5. Source of Funds
   OO
6. Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e)
   ☐
7. Citizenship or Place of Organization United States
8. 
   7. Sole Voting Power

Number of		0
Shares	8.	Shared Voting Power
Beneficially		2,281,234
owned by
Each	9.	Sole Dispositive Power
Reporting
Person		0
With:
10.	Shared Dispositive Power

2,597,597

1. Aggregate Amount Beneficially Owned by Each Reporting Person 2,597,597
2. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
   ☐
3. Percent of Class Represented by Amount in Row (11) 4.9%
4. 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)
3. 1. ☐ (b) ☐
4. SEC Use Only
5. Source of Funds
   OO
6. Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e)
   ☐
7. Citizenship or Place of Organization United States
8. 
   7. Sole Voting Power

Number of		648,265
Shares	8.	Shared Voting Power
Beneficially		2,281,234
owned by
Each	9.	Sole Dispositive Power
Reporting
Person		648,265
With:
10.	Shared Dispositive Power

2,597,597

1. Aggregate Amount Beneficially Owned by Each Reporting Person 3,245,862
2. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
   ☐
3. Percent of Class Represented by Amount in Row (11) 6.1%
4. Type of Reporting Person (See Instructions)

IN

EXPLANATORY NOTE

This Amendment No. 1 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 52,913,988 Shares outstanding, as of January 27, 2020 and reported in the Issuer's Form 10-Q filed on February 4, 2020.

1. IVA
2. 1. As of March 6, 2020, 3,245,862 Shares in aggregate were deemed to be beneficially owned by IVA, as the investment manager to i) WORLD which owns 1,828,535 Shares constituting 3.5% of the Issuer's outstanding Shares, ii) IVAGF which owns 88,405 Shares constituting 0.2% of the Issuer's outstanding Shares, iii) SICAV which owns 331,433 Shares constituting 0.6% of the Issuer's outstanding Shares, and iv) the Managed Accounts which own 997,489 Shares constituting 1.9% of the Issuer's outstanding Shares.
      Percentage: 6.1%
   2. Sole power to vote or direct the vote: 0
      Shared power to vote or direct the vote: 2,929,499
      Sole power to dispose or direct the disposition: 0
      Shared power to dispose or direct the disposition: 3,245,862
3. Charles de Vaulx
4. 1. Mr. De Vaulx, as the co-CIO and managing member of IVA, may be deemed the beneficial owner of 2,597,597 Shares owned by certain Funds and all but one Managed Account.
      Percentage: 4.9%

1. Sole power to vote or direct the vote: 0
   Shared power to vote or direct the vote: 2,281,234
   Sole power to dispose or direct the disposition: 0
   Shared power to dispose or direct the disposition: 2,597,597

3. Chuck de Lardemelle

1. Mr. de Lardemelle, as a co-CIO and managing member of IVA, may be deemed the beneficial owner of 3,245,862 Shares owned by the Funds and the Managed Accounts.
   Percentage: 6.1%
2. Sole power to vote or direct the vote: 648,265
   Shared power to vote or direct the vote: 2,281,234
   Sole power to dispose or direct the disposition: 648,265
   Shared power to dispose or direct the disposition: 2,597,597

As of March 6, 2020, the Reporting Persons collectively beneficially owned an aggregate of 3,245,862 Shares, constituting 6.1% 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 ATransactions in Shares that were effected by IVA since the most recent filing of 13D on February 21, 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: March 6, 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 February 21, 2020.

Exhibit B Joint Filing Agreement*

*Previously Filed

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 February 21,

2020:
Account	Date of Transaction	Transaction Type (Purchase or Sale)	Shares	Price
IVAGF	2/24/2020	Purchase	698	$33.48
WORLD	2/24/2020	Purchase	13,621	$33.48
Managed Accounts	2/24/2020	Purchase	5,681	$33.48
IVAGF	2/25/2020	Purchase	2,756	$32.95
WORLD	2/25/2020	Purchase	53,796	$32.95
SICAV	2/25/2020	Purchase	4,616	$32.95
Managed Accounts	2/25/2020	Purchase	22,440	$32.95
IVAGF	2/25/2020	Purchase	949	$32.96
WORLD	2/25/2020	Purchase	18,535	$32.96
Managed Accounts	2/25/2020	Purchase	7,733	$32.96
IVAGF	2/26/2020	Purchase	4,748	$32.43
WORLD	2/26/2020	Purchase	92,689	$32.43
SICAV	2/26/2020	Purchase	7,953	$32.43
Managed Accounts	2/26/2020	Purchase	38,665	$32.43
IVAGF	2/27/2020	Purchase	2,962	$30.93
WORLD	2/27/2020	Purchase	57,834	$30.93
SICAV	2/27/2020	Purchase	4,963	$30.93
Managed Accounts	2/27/2020	Purchase	24,125	$30.93
IVAGF	2/28/2020	Purchase	328	$29.69
WORLD	2/28/2020	Purchase	6,761	$29.69
SICAV	2/28/2020	Purchase	1,863	$29.69
Managed Accounts	2/28/2020	Purchase	2,295	$29.69
IVAGF	2/28/2020	Purchase	4,854	$30.15
WORLD	2/28/2020	Purchase	99,776	$30.15
SICAV	2/28/2020	Purchase	14,871	$30.15
Managed Accounts	2/28/2020	Purchase	36,419	$30.15
Managed Account	3/2/2020	Sale	33,153	$30.62
IVAGF	3/2/2020	Purchase	4,045	$30.61
WORLD	3/2/2020	Purchase	83,157	$30.61
SICAV	3/2/2020	Purchase	12,394	$30.61
Managed Accounts	3/2/2020	Purchase	30,353	$30.61
IVAGF	3/3/2020	Purchase	258	$30.79
WORLD	3/3/2020	Purchase	5,314	$30.79
SICAV	3/3/2020	Purchase	792	$30.79
Managed Accounts	3/3/2020	Purchase	1,940	$30.79
Managed Account	3/3/2020	Sale	88,920	$30.40