Pension Trust Fund For Operating Engineers v. DeVry Education Group, Inc. et al

Northern District of Illinois, ilnd-1:2016-cv-05198

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Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 1 of 66 PageID #:2442 UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION PENSION TRUST FUND FOR OPERATING ENGINEERS, Individually and on Behalf of All Case No. 1:16-CV-05198 Others Similarly Situated, Hon. Mary M. Rowland Plaintiff, v. DEVRY EDUCATION GROUP, INC., DANIEL HAMBURGER, RICHARD M. GUNST, PATRICK J. UNZICKER, AND TIMOTHY J. WIGGINS, Defendants. [PROPOSED] ORDER GRANTING PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT, APPROVING FORM AND MANNER OF NOTICE, AND SETTING DATE FOR HEARING ON FINAL APPROVAL OF SETTLEMENT WHEREAS, as of August 29, 2019, Lead Plaintiff Utah Retirement Systems ("URS" or "Lead Plaintiff"), on behalf of itself and all other members of the proposed Settlement Class (defined below), on the one hand, and Adtalem Global Education Inc. f/k/a DeVry Education Group, Inc. ("Adtalem," the "Company," or "DeVry"), Daniel Hamburger, Richard M. Gunst, Patrick J. Unzicker, and Timothy J. Wiggins (collectively, the "Defendants"), on the other, entered into a Stipulation of Settlement (the "Settlement Agreement") in the above-titled litigation (the "Action"), which is subject to review under Rule 23 of the Federal Rules of Civil Procedure, and which, together with the exhibits thereto, sets forth the terms and conditions of the proposed settlement of the Action and the claims alleged in the Third Amended Class Action Complaint for Violations of the Federal Securities Laws, filed on January 29, 2018, on the merits and with prejudice (the "Settlement"); and Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 2 of 66 PageID #:2442 WHEREAS, the Court has reviewed and considered the Settlement Agreement and the accompanying exhibits; and WHEREAS, the Parties to the Settlement Agreement have consented to the entry of this order; and WHEREAS, all capitalized terms used in this order that are not otherwise defined herein have the meanings defined in the Settlement Agreement; NOW, THEREFORE, IT IS HEREBY ORDERED, this _______ day of ____________, 2019 that: 1. The Court has reviewed the Settlement Agreement and preliminarily finds, pursuant to Fed. R. Civ. P. 23(e)(1), that the proposed Settlement falls within the range of reasonableness and that the Court will likely be able to approve the proposed Settlement as fair, reasonable, and adequate under Federal Rule of Civil Procedure 23(e)(2), subject to further consideration at the Final Approval Hearing described below. 2. Pursuant to Rules 23(a) and (b)(3) of the Federal Rules of Civil Procedure, the Court hereby preliminarily certifies, for the purposes of the Settlement only, the Settlement Class of: all persons and entities who purchased or otherwise acquired DeVry Education Group, Inc. publicly traded common stock and/or exchange-traded call options (and/or sold exchange-traded put options on such common stock) during the period from August 26, 2011 through January 27, 2016, inclusive, (the "Settlement Class Period") and were allegedly damaged thereby. Excluded from the Settlement Class are: (i) Defendants; (ii) the Company's affiliates and subsidiaries, including the Company's employee retirement and/or benefit plan(s) and their participants or beneficiaries, to the extent they made purchases through such plan(s); (iii) the officers and directors of the Company and its subsidiaries and affiliates during the Settlement Class Period; 2 Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 3 of 66 PageID #:2442 (iv) members of the immediate family of any excluded person; (v) any entity in which any excluded person or entity has or had a controlling interest; and (vi) the heirs, successors, and assigns of any excluded person or entity. Settlement Class Members who properly exclude themselves from the Settlement Class by submitting a valid and timely Request for Exclusion in accordance with the requirements set forth below and in the Notice will also be excluded. 3. The Court finds and preliminarily concludes that the prerequisites of class action certification under Rules 23(a) and 23(b)(3) of the Federal Rules of Civil Procedures have been satisfied for the Settlement Class defined herein and for the purposes of the Settlement only, in that: (a) the members of the Settlement Class are so numerous that joinder of all Settlement Class Members is impracticable; (b) there are questions of law and fact common to the Settlement Class Members; (c) the claims of Lead Plaintiff are typical of the Settlement Class's claims; (d) Lead Plaintiff and Lead Counsel have fairly and adequately represented and protected the interests of the Settlement Class; (e) the questions of law and fact common to Settlement Class Members predominate over any individual questions; and (f) a class action is superior to other available methods for the fair and efficient adjudication of the controversy, considering that the claims of Settlement Class Members in the Action are substantially similar and would, if tried, involve substantially identical proofs and may therefore be efficiently litigated and resolved on an aggregate basis as a class action; the amounts of the claims of many of the Settlement Class Members are too 3 Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 4 of 66 PageID #:2442 small to justify the expense of individual actions; and it does not appear that there is significant interest among Settlement Class Members in individually controlling the litigation of their claims. 4. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, and for the purposes of the Settlement only, Utah Retirement Systems is preliminarily certified as Settlement Class Representative for the Settlement Class. The law firm of Labaton Sucharow LLP is preliminarily appointed Class Counsel for the Settlement Class and Wexler Wallace LLP is preliminarily appointed as Liaison Counsel for the Settlement Class. 5. A hearing (the "Final Approval Hearing"), pursuant to Rule 23(e) of the Federal Rules of Civil Procedure, is hereby scheduled to be held before the Court, at the Everett McKinley Dirksen United States Courthouse, 219 S. Dearborn, Chicago, Illinois 60604, in Courtroom 1342, on ________________, 2019, at __:____ _.m. for the following purposes: (a) to determine whether the proposed Settlement is fair, reasonable and adequate, and should be approved by the Court; (b) to determine whether the proposed Final Judgment and Order Approving Settlement ("Judgment") as provided under the Settlement Agreement should be entered, and to determine whether the Releases, as set forth in the Settlement Agreement, should be provided to the Released Defendant Parties; (c) to determine, for purposes of the Settlement only, whether the Settlement Class should be finally certified; whether Lead Plaintiff should be finally certified as Settlement Class Representative for the Settlement Class; whether the law firm of Labaton Sucharow LLP should be finally appointed as Class Counsel for the Settlement Class; and whether Wexler Wallace LLP should be finally appointed as Liaison Counsel for the Settlement Class; 4 Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 5 of 66 PageID #:2442 (d) to determine whether the proposed Plan of Allocation for the proceeds of the Settlement is fair and reasonable and should be approved by the Court; (e) to consider Lead Counsel's application for an award of Attorneys' Fees and Expenses (which may include an application for an award to Lead Plaintiff for reimbursement of its reasonable costs and expenses directly related to its representation of the Settlement Class, pursuant to the Private Securities Litigation Reform Act of 1995 ("PSLRA")); and (f) to rule upon such other matters as the Court may deem appropriate. 6. The Court reserves the right to approve the Settlement with or without modification and with or without further notice to the Settlement Class of any kind. The Court further reserves the right to enter the Judgment approving the Settlement regardless of whether it will approve the proposed Plan of Allocation or award attorneys' fees and/or expenses. The Court may also adjourn the Final Approval Hearing or modify any of the dates herein without further notice to members of the Settlement Class. 7. The Court approves the form, substance and requirements of the Notice of Pendency of Class Action, Proposed Settlement, and Motion for Attorneys' Fees and Expenses (the "Notice") and the Proof of Claim and Release form ("Proof of Claim"), substantially in the forms annexed hereto as Exhibits 1 and 2, respectively. 8. The Court approves the retention of KCC LLC ("KCC") as the Claims Administrator. The Claims Administrator shall cause the Notice and the Proof of Claim, substantially in the forms annexed hereto, to be mailed, by first-class mail, postage prepaid, on or before ten (10) calendar days after entry of this Preliminary Approval Order ("Notice Date"), to all Settlement Class Members who can be identified with reasonable effort. Adtalem, to the 5 Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 6 of 66 PageID #:2442 extent it has not already done so, shall use its best efforts to obtain and provide to Lead Counsel, or the Claims Administrator, transfer records in electronic searchable form containing the names and addresses of purchasers of DeVry Equity Securities during the Settlement Class Period no later than seven (7) calendar days after entry of this Preliminary Approval Order. 9. The Claims Administrator shall use reasonable efforts to give notice to nominee purchasers such as brokerage firms and other persons or entities who purchased or otherwise acquired DeVry Equity Securities during the Settlement Class Period as record owners but not as beneficial owners. (a) Such nominees SHALL EITHER: (i) WITHIN TEN (10) CALENDAR DAYS of receipt of the Notice, request from the Claims Administrator sufficient copies of the Notice to forward to all such beneficial owners and WITHIN TEN (10) CALENDAR DAYS of receipt of those Notices from the Claims Administrator forward them to all such beneficial owners; or (ii) WITHIN TEN (10) CALENDAR DAYS of receipt of the Notice, provide a list of the names and addresses of all such beneficial owners to the Claims Administrator and the Claims Administrator is ordered to send the Notice promptly to such identified beneficial owners. (b) Nominees shall also provide email addresses for all such beneficial owners to the Claims Administrator, to the extent they are available. (c) Nominees who elect to send the Notice to their beneficial owners SHALL ALSO send a statement to the Claims Administrator confirming that the mailing was made and shall retain their mailing records for use in connection with any further notices that may be provided in the Action. 6 Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 7 of 66 PageID #:2442 (d) Upon full and timely compliance with these directions, nominees may seek reimbursement of their reasonable out-of-pocket expenses actually incurred in connection with complying with the above requirements by providing the Claims Administrator with proper documentation supporting the expenses for which reimbursement is sought. The Claims Administrator shall, if requested, reimburse nominees out of the Settlement Fund solely for their reasonable out-of-pocket expenses incurred in providing notice to beneficial owners, which expenses would not have been incurred except for the sending of such Notice, and subject to further order of this Court with respect to any dispute concerning such reimbursement. 10. Lead Counsel shall, at or before the Final Approval Hearing, file with the Court proof of mailing of the Notice and Proof of Claim. 11. The Court approves the form of the Summary Notice of Pendency of Class Action, Proposed Settlement, and Motion for Attorneys' Fees and Expenses ("Summary Notice") substantially in the form annexed hereto as Exhibit 3, and directs that Lead Counsel shall cause the Summary Notice to be published in The Wall Street Journal and be transmitted over PR Newswire within fourteen (14) calendar days of the Notice Date. Lead Counsel shall, at or before the Final Approval Hearing, file with the Court proof of publication of the Summary Notice. 12. The form and content of the notice program described herein, and the methods set forth herein of notifying the Settlement Class of the Settlement and its terms and conditions, meet the requirements of Rule 23 of the Federal Rules of Civil Procedure, Section 21D(a)(7) of the Securities Exchange Act of 1934, 15 U.S.C. § 78u-4(a)(7), as amended by the PSLRA, and due process, constitute the best notice practicable under the circumstances, are reasonably 7 Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 8 of 66 PageID #:2442 calculated to apprise Settlement Class Members of the pendency of the Action and their rights, and shall constitute due, adequate and sufficient notice to all persons and entities entitled thereto. 13. In order to be eligible to receive a distribution from the Net Settlement Fund, in the event the Settlement is effected in accordance with the terms and conditions set forth in the Settlement Agreement, each claimant shall take the following actions and be subject to the following conditions: (a) A properly executed Proof of Claim, substantially in the form annexed hereto as Exhibit 2, must be submitted to the Claims Administrator, in the manner indicated in the Notice, no later than seven (7) calendar days before the Final Approval Hearing. Such deadline may be extended by Court order or by Lead Counsel in its discretion. Each Proof of Claim shall be deemed to have been submitted when postmarked (if properly addressed and mailed by first-class or overnight mail, postage prepaid). Any Proof of Claim submitted in any other manner, including online using the website established for the Settlement, shall be deemed to have been submitted when it was actually received by the Claims Administrator. Any Settlement Class Member who does not timely submit a Proof of Claim within the time provided for shall be barred from sharing in the distribution of the Net Settlement Fund, unless otherwise ordered by the Court or allowed by Lead Counsel, but shall remain bound by all determinations and judgments in this Action concerning the Settlement, as provided by paragraph 15 of this order. (b) The Proof of Claim submitted by each claimant must satisfy the following conditions, unless otherwise allowed by the Settlement Agreement: (i) it must be properly completed, signed and submitted in a timely manner in accordance with the provisions of the preceding subparagraph; (ii) it must be accompanied by adequate supporting 8 Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 9 of 66 PageID #:2442 documentation for the transactions reported therein, in the form of broker confirmation slips, broker account statements, an authorized statement from the broker containing the transactional information found in a broker confirmation slip, or such other documentation as is deemed adequate by the Claims Administrator and/or Lead Counsel; (iii) if the person executing the Proof of Claim is acting in a representative capacity, a certification of his or her current authority to act on behalf of the claimant must be included in the Proof of Claim; and (iv) the Proof of Claim must be complete and contain no material deletions or modifications of any of the printed matter contained therein and must be signed under penalty of perjury. (c) As part of the Proof of Claim, each claimant shall submit to the jurisdiction of the Court with respect to the claim submitted. 14. Any Settlement Class Member may enter an appearance in this Action, at his, her or its own expense, individually or through counsel of his, her or its own choice. If any Settlement Class Member does not enter an appearance, he, she or it will be represented by Lead Counsel. 15. Settlement Class Members shall be bound by all orders, determinations and judgments in this Action concerning the Settlement, whether favorable or unfavorable, unless such Persons request exclusion from the Settlement Class in a timely and proper manner, as hereinafter provided. A putative Settlement Class Member wishing to make such an exclusion request shall mail the request in written form by first-class mail to the Claims Administrator at the address designated in the Notice for such exclusions, such that it is received no later than twenty-one (21) calendar days prior to the Final Approval Hearing. Such Request for Exclusion must state the name, address, e-mail, and telephone number of the Person seeking exclusion, must state that the sender requests to be "excluded from the Settlement Class in Pension Trust 9 Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 10 of 66 PageID #:2442 Fund for Operating Engineers v. DeVry Education Group, et al., No. 16-cv-05198 (N.D. Ill.)" and must be signed by such Person. Such Persons requesting exclusion are also directed to state the information requested in the Notice, including, but not limited to: the date(s), price(s), and number(s) of shares of all purchases, acquisitions, and sales of DeVry Equity Securities during the Settlement Class Period. The Request for Exclusion shall not be effective unless it provides the required information and is made within the time stated above, or the exclusion is otherwise accepted by the Court. 16. Settlement Class Members requesting exclusion from the Settlement Class shall not be eligible to receive any payment out of the Net Settlement Fund as described in the Settlement Agreement and Notice. 17. The Court will consider any Settlement Class Member's objection to the Settlement, the Plan of Allocation, and/or the application for an award of attorneys' fees or expenses only if such Settlement Class Member has served by hand or by mail his, her or its written objection and supporting papers, such that they are received on or before twenty-one (21) calendar days before the Final Approval Hearing, upon Lead Counsel: Carol C. Villegas, Labaton Sucharow LLP, 140 Broadway, New York, NY 10005; and Defendants' Counsel: Philip S. Khinda, Steptoe & Johnson LLP, 1330 Connecticut Avenue, NW, Washington, DC 20036; and has filed said objections and supporting papers with the Clerk of the Court, United States District Court for the Northern District of Illinois, 219 S. Dearborn, Chicago, Illinois 60604. Objections must state the name, address, e-mail, and telephone number of the Person objecting and, if represented by counsel, of his, her, or its counsel, and must be signed by the Person who is objecting. Persons who object must also provide the information requested in the Notice, including, but not limited to: the date(s), price(s), and number(s) of shares of all purchases, 10 Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 11 of 66 PageID #:2442 acquisitions, and sales of DeVry Equity Securities during the Settlement Class Period; all grounds of the objection; the identity of any witnesses they may call to testify and exhibits they intend to introduce into evidence at the Final Approval Hearing. Any Settlement Class Member who does not make his, her, or its objection in the manner provided for in the Notice shall be deemed to have waived such objection and shall forever be foreclosed from making any objection to any aspect of the Settlement, to the Plan of Allocation, or to the request for Attorneys' Fees and Expenses, unless otherwise ordered by the Court, but shall otherwise be bound by the Judgment to be entered and the Releases to be given. Attendance at the hearing is not necessary, however, Persons wishing to be heard orally in opposition to the approval of the Settlement, the Plan of Allocation, and/or the application for an award of attorneys' fees and other expenses are required to indicate in their written objection their intention to appear at the hearing. 18. Settlement Class Members do not need to appear at the hearing or take any other action to indicate their approval. 19. Pending final determination of whether the Settlement should be approved, Lead Plaintiff, all Settlement Class Members (who do not validly and timely request exclusion from the Settlement Class), and their respective heirs, executors, trustees, administrators, predecessors, successors, and legal representatives, in their capacities as such, and anyone who acts or purports to act on the behalf of any Settlement Class Member, are hereby preliminarily barred and enjoined from filing, commencing, prosecuting, intervening in, participating in as a class member or otherwise, or receiving any benefits or other relief from, any other lawsuit, arbitration or administrative, regulatory or other proceeding or Order in any jurisdiction, based on or 11 Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 12 of 66 PageID #:2442 relating in any way to (i) the claims and causes of action in the Action, as well as any of the facts and circumstances relating thereto, and/or (ii) the Released Claims. 20. All papers in support of the Settlement, Plan of Allocation, and Lead Counsel's request for an award of attorneys' fees and expenses shall be filed with the Court and served on or before thirty-five (35) calendar days prior to the date set herein for the Final Approval Hearing. If reply papers are necessary, they are to be filed with the Court and served no later than seven (7) calendar days prior to the Final Approval Hearing. 21. The passage of title and ownership of the Settlement Fund to the Escrow Agent in accordance with the terms and obligations of the Settlement Agreement is approved. No person who is not a Settlement Class Member or Lead Counsel shall have any right to any portion of, or to any distribution of, the Net Settlement Fund unless otherwise ordered by the Court or otherwise provided in the Settlement Agreement. 22. All funds held in escrow shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction of the Court until such time as such funds shall be disbursed pursuant to the Settlement Agreement and/or further order of the Court. 23. Neither Defendants nor their counsel shall have any responsibility for the Plan of Allocation or any application for Attorney's Fees or Expenses submitted by Lead Counsel or Lead Plaintiff, and such matters shall be considered separately from the fairness, reasonableness and adequacy of the Settlement. 24. If the Settlement fails to become effective as defined in the Settlement Agreement or is terminated, then both the Settlement Agreement, including any amendment(s) thereof, except as expressly provided in the Settlement Agreement, and this Preliminary Approval Order shall be null and void, of no further force or effect, and without prejudice to any Party, and may 12 Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 13 of 66 PageID #:2442 not be introduced as evidence or used in any actions or proceedings by any person or entity against the Parties, and the Parties shall be deemed to have reverted to their respective litigation positions in the Action as of May 22, 2019. DATED this _______ day of ______________, 2019 BY THE COURT: ______________________________ Honorable Mary M. Rowland UNITED STATES DISTRICT JUDGE 13 Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 14 of 66 PageID #:2442 Exhibit A-1 Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 15 of 66 PageID #:2442 Exhibit A-1 UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION PENSION TRUST FUND FOR OPERATING ENGINEERS, Individually and on Behalf of All Case No. 1:16-CV-05198 Others Similarly Situated, Hon. Mary M. Rowland Plaintiff, v. DEVRY EDUCATION GROUP, INC., DANIEL HAMBURGER, RICHARD M. GUNST, PATRICK J. UNZICKER, AND TIMOTHY J. WIGGINS, Defendants. NOTICE OF PENDENCY OF CLASS ACTION, PROPOSED SETTLEMENT, AND MOTION FOR ATTORNEYS' FEES AND EXPENSES If you purchased or otherwise acquired DeVry Education Group, Inc. publicly traded common stock and/or exchange-traded call options (and/or sold exchange-traded put options on such common stock) ("DeVry Equity Securities") during the period from August 26, 2011 through January 27, 2016, inclusive, (the "Settlement Class Period") and were allegedly damaged thereby, you may be entitled to a payment from a class action settlement. A Federal Court authorized this Notice. This is not a solicitation from a lawyer.  The purpose of this Notice is to inform you of the pendency of this securities class action (the "Action"), the proposed settlement of the Action (the "Settlement"),1 and a hearing to be held by the Court to consider: (i) whether the Settlement should be approved; (ii) whether the proposed plan for allocating the proceeds of the Settlement (the "Plan of Allocation") should be approved; and (iii) Lead Counsel's application for Attorneys' Fees and Expenses (the "Fee and Expense Application") (see pages ___ and ___ below). This Notice describes important rights you may have and what steps you must take if you wish to participate in the Settlement, wish to object, or wish to be excluded from the Settlement Class.  If approved by the Court, the Settlement will create a $27,500,000 cash fund, plus earned interest, for the benefit of eligible Settlement Class Members, after the deduction of 1 The terms of the Settlement are in the Stipulation of Settlement, dated ________, 2019 (the "Settlement Agreement"), which can be viewed at www.DeVrySecuritiesSettlement.com and www.labaton.com. All capitalized terms not defined in this Notice have the same meanings as defined in the Settlement Agreement. -1- Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 16 of 66 PageID #:2442 Exhibit A-1 Attorneys' Fees and Expenses awarded by the Court, Notice and Administration Expenses, and Taxes.  The Settlement resolves claims by Court-appointed Lead Plaintiff Utah Retirement Systems ("Lead Plaintiff") that have been asserted on behalf of the Settlement Class (defined below) against Adtalem Global Education Inc. f/k/a DeVry Education Group, Inc. ("Adtalem," the "Company," or "DeVry"), Daniel Hamburger, Richard M. Gunst, Patrick J. Unzicker, and Timothy J. Wiggins (collectively, the "Defendants"). It avoids the costs and risks of continuing the litigation; pays money to eligible investors; and releases the Released Defendant Parties (defined below) from liability.  The Action and Settlement involve the time period when the Company was known as DeVry Education Group. During this time, the Company's common stock traded under the ticker "DV." On or about May 24, 2017, the Company changed its name to Adtalem and its common stock began to trade under the ticker "ATGE." Accordingly, your account information may refer to DV before May 2017, but ATGE after May 2017. If you are a Settlement Class Member, your legal rights will be affected by this Settlement whether you act or do not act. Please read this Notice carefully. YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT SUBMIT A CLAIM FORM The only way to get a payment. See Question ___ below BY _______, 2019 for details. EXCLUDE YOURSELF FROM Get no payment. This is the only option that, assuming THE SETTLEMENT CLASS your claim is timely brought, might allow you to ever BY _____, 2019 bring or be part of any other lawsuit against Defendants and/or the other Released Defendant Parties concerning the Released Claims. See Question ___ below for details. OBJECT BY _______, 2019 Write to the Court about why you do not like the Settlement, the Plan of Allocation, and/or Lead Counsel's Fee and Expense Application. If you object, you will still be a member of the Settlement Class. See Question ___ below for details. GO TO A HEARING ON Ask to speak in Court at the Final Approval Hearing about ______________, 2019 AND the Settlement. See Question __ below for details. FILE A NOTICE OF INTENTION TO APPEAR BY _______, 2019 DO NOTHING Get no payment. Give up rights.  These rights and options—and the deadlines to exercise them—are explained in this Notice.  The Court in charge of this case still has to decide whether to approve the Settlement. Payments will be made to all Settlement Class Members who timely submit valid Claim -2- Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 17 of 66 PageID #:2442 Exhibit A-1 Forms, if the Court approves the Settlement and after any appeals are resolved. Please be patient. SUMMARY OF THE NOTICE Statement of the Settlement Class's Recovery 1. Subject to Court approval, Lead Plaintiff, on behalf of the Settlement Class, has agreed to settle the Action in exchange for a payment of $27,500,000 in cash (the "Settlement Payment"), which will be deposited into an interest-bearing Escrow Account (the "Settlement Fund"). Based on Lead Plaintiff's damages expert's estimate of the number of shares of DeVry publicly traded common stock eligible to participate in the Settlement, and assuming that all investors eligible to participate in the Settlement do so, it is estimated that the average recovery, before deduction of any Court-approved fees and expenses, such as attorneys' fees, litigation expenses, Taxes, and Notice and Administration Expenses, would be approximately $0.40 per allegedly damaged share.2 If the Court approves Lead Counsel's Fee and Expense Application (discussed below), the average recovery would be approximately $0.29 per allegedly damaged share. These average recovery amounts are only estimates and Settlement Class Members may recover more or less than these estimated amounts. A Settlement Class Member's actual recovery will depend on, for example: (i) the total number of claims submitted; (ii) the amount of the Net Settlement Fund; (iii) when the Settlement Class Member purchased or acquired DeVry Equity Securities during the Settlement Class Period; and (iv) whether and when the Settlement Class Member sold DeVry Equity Securities. See the Plan of Allocation beginning on page [__] for information on the calculation of your Recognized Claim. Statement of Potential Outcome of Case if the Action Continued to Be Litigated 2 An allegedly damaged share might have been traded, and potentially damaged, more than once during the Settlement Class Period, and the average recovery indicated above represents the estimated average recovery for each share that allegedly incurred damages. -3- Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 18 of 66 PageID #:2442 Exhibit A-1 2. The Parties disagree about both liability and damages and do not agree about the amount of damages that would be recoverable if Lead Plaintiff were to prevail on each claim alleged. The issues on which the Parties disagree include, for example: (i) whether Defendants made any statements or omitted any facts that were materially false or misleading, or otherwise actionable under the federal securities laws; (ii) whether any such allegedly materially false or misleading statements or omissions were made with the required level of intent or recklessness; (iii) the amounts by which the prices of DeVry Equity Securities were allegedly artificially inflated (or deflated in the case of put options), if at all, during the Settlement Class Period, and the extent to which factors such as general market, economic and industry conditions influenced the trading prices of the securities; and (iv) whether class members suffered any damages. 3. Defendants have denied and continue to deny any and all allegations of wrongdoing or fault asserted in the Action, deny that they have committed any act or omission giving rise to any liability or violation of law, and deny that Lead Plaintiff and the Settlement Class have suffered any loss attributable to Defendants' actions or omissions. While Lead Plaintiff believes it has meritorious claims, it recognizes that there are significant obstacles in the way to recovery. Statement of Attorneys' Fees and Expenses Sought 4. Lead Counsel, on behalf of itself and all Plaintiffs' Counsel, will apply to the Court for an award of attorneys' fees from the Settlement Fund in an amount not to exceed 27% of the Settlement Fund, which includes any accrued interest. Lead Counsel will also apply for payment of litigation expenses incurred by Plaintiffs' Counsel in prosecuting the Action in an amount not to exceed $225,000, plus accrued interest, which may include an application pursuant to the Private Securities Litigation Reform Act of 1995 ("PSLRA") for the reasonable costs and expenses (including lost wages) of Lead Plaintiff directly related to its litigation -4- Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 19 of 66 PageID #:2442 Exhibit A-1 efforts. If the Court approves Lead Counsel's Fee and Expense Application in full, the average amount of fees and expenses, assuming claims are filed for all shares eligible to participate in the Settlement, will be approximately $0.11 per allegedly damaged share. A copy of the Fee and Expense Application will be posted on www.DeVrySecuritiesSettlement.com and www.labaton.com after it has been filed with the Court. Reasons for the Settlement 5. For Lead Plaintiff, the principal reason for the Settlement is the guaranteed cash benefit to the Settlement Class. This benefit must be compared to the uncertainty of being able to prove the allegations in the Third Amended Class Action Complaint (the "Complaint"); maintaining certification of the class through trial; the risk that the Court may grant some or all of the anticipated summary judgment motions to be filed by Defendants; the uncertainty of a greater recovery after a trial and appeals; the risks of litigation, especially in complex actions like this; as well as the difficulties and delays inherent in such litigation (including any trial and appeals). 6. For Defendants, who deny all allegations of wrongdoing or liability whatsoever and deny that Settlement Class Members were damaged, the principal reason for entering into the Settlement is to end the burden, expense, uncertainty, and risk of further litigation. Identification of Attorneys' Representatives 7. Lead Plaintiff and the Settlement Class are represented by Lead Counsel, Carol C. Villegas, Labaton Sucharow LLP, 140 Broadway, New York, NY 10005, (888) 219-6877, www.labaton.com, settlementquestions@labaton.com. 8. Further information regarding this Action, the Settlement, and this Notice may be obtained by contacting the Claims Administrator: ______________, (_____) ____-____, www.DeVrySecuritiesSettlement.com; or Lead Counsel. -5- Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 20 of 66 PageID #:2442 Exhibit A-1 Please Do Not Call the Court with Questions About the Settlement. [END OF PSLRA COVER PAGE] BASIC INFORMATION 1. Why did I get this Notice? 9. You or someone in your family may have purchased or acquired DeVry Equity Securities during the period from August 26, 2011 through January 27, 2016, inclusive. Receipt of this Notice does not mean that you are a Member of the Settlement Class or that you will be entitled to receive a payment. If you wish to be eligible for a payment, you are required to submit the Claim Form that is being distributed with this Notice. See Question 8 below. 10. The Court directed that this Notice be sent to Settlement Class Members because they have a right to know about the proposed Settlement of this class action lawsuit, and about all of their options, before the Court decides whether to approve the Settlement. 11. The Court in charge of the Action is the United States District Court for the Northern District of Illinois, and the case is known as Pension Trust Fund for Operating Engineers v. DeVry Education Group, Inc., et al., No. 01:16-cv-05198. The Action is assigned to the Honorable Mary M. Rowland, United States District Judge. 2. What is this case about and what has happened so far? 12. During the Settlement Class Period, the Company, then known as DeVry Education Group, Inc., provided educational services through DeVry University and several subsidiaries. DeVry was one of the largest postsecondary educational institutions in the United States and, according to Lead Plaintiff, a core asset of the Company during the Settlement Class Period. In general, the Complaint alleges that, during the Settlement Class Period, Defendants made a number of materially false and misleading statements and omissions regarding the job -6- Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 21 of 66 PageID #:2442 Exhibit A-1 placement and salary outcomes achieved by DeVry's students after graduation. These metrics were allegedly critical to DeVry's investors who viewed superior outcomes as a sign of DeVry's financial health and stability. The Complaint further alleges that when the truth regarding the Company's education metrics was allegedly disclosed to the market, the price of DeVry publicly traded common stock declined causing damages to the proposed class. 13. On May 13, 2016, a putative federal securities class action complaint entitled Pension Trust Fund for Operating Engineers v. DeVry Education Group, Inc., et al., (No. 01:16-cv-05198) was filed in the Court on behalf of investors in DeVry common stock. On August 24, 2016, pursuant to the PSLRA, the Court issued an order appointing URS as Lead Plaintiff and approving its selection of counsel, Spector, Roseman & Kodroff, PC. 14. URS filed an Amended Class Action Complaint on November 8, 2016. The Amended Complaint alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 10b-5 promulgated thereunder by the U.S. Securities and Exchange Commission ("SEC") on behalf of a class of all purchasers of DeVry's publicly traded common stock between August 26, 2011 and January 27, 2016, inclusive. URS filed a Second Amended Complaint shortly thereafter, on December 23, 2016. The Second Amended Complaint added, among other things, allegations regarding a settlement that DeVry entered into with the Federal Trade Commission ("FTC") in a related false advertising lawsuit. 15. On January 27, 2017, Defendants filed a motion to dismiss the Second Amended Complaint. Defendants' motion was fully briefed on April 27, 2017. 16. On August 21, 2017, the Court granted Lead Plaintiff's motion to change its selection of counsel and appointed Labaton Sucharow LLP as Lead Counsel. 17. On December 6, 2017, the Court issued an Order dismissing the Second Amended Complaint without prejudice and with leave to amend. -7- Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 22 of 66 PageID #:2442 Exhibit A-1 18. The operative complaint in the Action is the Third Amended Class Action Complaint (the "Complaint"), filed on January 29, 2018. The Complaint alleges violations of Sections 10(b) and 20(a) of the Exchange Act, and Rule 10b-5 promulgated thereunder, on behalf of a class of all purchasers of DeVry publicly traded common stock during the Settlement Class Period. 19. On March 30, 2018, Defendants filed a motion to dismiss the Complaint, which the Court denied on December 20, 2018. 20. Lead Plaintiff, through counsel, has conducted a thorough investigation relating to the claims, defenses, and underlying events and transactions that are the subject of the Action, as set forth below. This process has included reviewing and analyzing: (i) documents filed publicly by the Company with the SEC; (ii) publicly available information, including press releases, news articles, financial information, and public statements issued by or concerning the Company and the Defendants; (iii) research reports issued by financial analysts concerning the Company; (iv) other publicly available information and data concerning the Company; and (v) the applicable law governing the claims and potential defenses. Lead Counsel also contacted 199 former DeVry employees and other persons with relevant knowledge and interviewed 68 of them. In addition, Lead Counsel sent Freedom of Information Act ("FOIA") requests to four separate government entities that investigated DeVry, including the FTC and the U.S. Department of Education ("DOE"). Finally, Lead Plaintiff engaged a well-respected economist to review Lead Plaintiff's claims and conduct an analysis of damages. 21. In an effort to explore the possibility for a negotiated resolution of the claims in the Action, the parties engaged the Honorable Layn R. Phillips (Ret.) of Phillips ADR, a well- respected and highly experienced mediator. On September 20, 2018, the Parties participated in a mediation before Judge Phillips. The mediation involved an extended effort to settle the -8- Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 23 of 66 PageID #:2442 Exhibit A-1 claims and was preceded by the exchange of mediation statements and documents, however a settlement was not reached at that time. Thereafter, following the Court's decision denying Defendants' motion to dismiss, the Parties conferred about the possibility of a second mediation before Judge Phillips and subsequently agreed in principle to hold a second mediation session. Defendants agreed to provide a production of core documents to Lead Plaintiff concerning the claims in advance of the Parties' mediation, and Defendants produced approximately 74,000 pages to Lead Plaintiff. On May 22, 2019, the Parties conducted a second mediation session before Judge Phillips and, after extensive arm's-length negotiations with the assistance of Judge Phillips, the Parties reached a settlement in principle and executed a settlement term sheet on May 22, 2019. 3. Why is this a class action? 22. In a class action, one or more persons or entities (in this case, the Lead Plaintiff), sue on behalf of people and entities who have similar claims. Together, these people and entities are a "class," and each is a "class member." Class actions allow the adjudication of many individuals' similar claims that might be too small economically to bring as individual actions. One court resolves the issues for all class members at the same time, except for those who exclude themselves, or "opt-out," from the class. 4. What are the reasons for the Settlement? 23. The Court did not finally decide in favor of Lead Plaintiff or Defendants. Instead, both sides agreed to a settlement. Lead Plaintiff and Lead Counsel believe that the claims asserted in the Action have merit. They recognize, however, the expense and length of continued proceedings needed to pursue the claims through trial and appeals, as well as the difficulties in establishing liability. For example, Defendants have raised a number of -9- Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 24 of 66 PageID #:2442 Exhibit A-1 arguments and defenses (which they would likely raise at summary judgment and trial) countering Lead Plaintiff's allegations, such as that Defendants properly informed investors about DeVry's educational results and that Lead Plaintiff would be unable to establish that Defendants acted with the required level of intent. Defendants also maintain that recoverable damages, to the extent there were any, were less than those alleged by Lead Plaintiff. In the absence of a settlement, the Parties would present factual and expert testimony on each of these issues, and there is a risk that the Court or jury would resolve these issues unfavorably against Lead Plaintiff and the Settlement Class. Lead Plaintiff and Lead Counsel believe that the proposed Settlement is fair, reasonable, and adequate, and in the best interests of the Settlement Class. 24. Defendants have denied and continue to deny each and every one of the claims alleged by Lead Plaintiff in the Action, including all claims in the Complaint. Nonetheless, Defendants have concluded that continuation of the Action would be protracted and expensive, and have taken into account the uncertainty and risks inherent in any litigation, especially a complex case like this Action, and believe that the Settlement is in the best interests of Defendants. WHO IS IN THE SETTLEMENT 5. How do I know if I am part of the Settlement Class? 25. The Court directed, for the purposes of the proposed Settlement, that everyone who fits the following description is a Settlement Class Member and subject to the Settlement unless they are an excluded person (see Question 6 below) or take steps to exclude themselves from the Settlement Class (see Question 11 below): All persons and entities who purchased or otherwise acquired DeVry Education Group, Inc. publicly traded common stock and/or exchange-traded call options (and/or sold - 10 - Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 25 of 66 PageID #:2442 Exhibit A-1 exchange-traded put options on such common stock) during the period from August 26, 2011 through January 27, 2016, inclusive, and were allegedly damaged thereby. 26. If one of your mutual funds purchased DeVry Equity Securities during the Settlement Class Period, that does not make you a Settlement Class Member, although your mutual fund may be. You are a Settlement Class Member only if you individually purchased or acquired DeVry Equity Securities during the Settlement Class Period. Check your investment records or contact your broker to see if you have any eligible purchases or acquisitions. 6. Are there exceptions to being included? 27. Yes. There are some individuals and entities who are excluded from the Settlement Class by definition. Excluded from the Settlement Class are: (i) Defendants; (ii) the Company's affiliates and subsidiaries, including the Company's employee retirement and/or benefit plan(s) and their participants or beneficiaries, to the extent they made purchases through such plan(s); (iii) the officers and directors of the Company and its subsidiaries and affiliates during the Settlement Class Period; (iv) members of the immediate family of any excluded person; (v) any entity in which any excluded person or entity has or had a controlling interest; and (vi) the heirs, successors, and assigns of any excluded person or entity. Also excluded from the Settlement Class is anyone who timely and validly seeks exclusion from the Settlement Class in accordance with the procedures described in Question 11 below. THE SETTLEMENT BENEFITS 7. What does the Settlement provide? 28. In exchange for the Settlement and the Releases of the Released Defendant Parties (see Question 10 below), Defendants have agreed to cause $27,500,000 to be paid into an Escrow Account, which, along with any interest earned, will be distributed after deduction of - 11 - Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 26 of 66 PageID #:2442 Exhibit A-1 Court-awarded attorneys' fees and litigation expenses, Notice and Administration Expenses, Taxes, and any other fees or expenses approved by the Court (the "Net Settlement Fund"), to Settlement Class Members who send in valid and timely Claim Forms. 8. How can I receive a payment? 29. To qualify for a payment from the Net Settlement Fund, you must submit a timely and valid Claim Form. A Claim Form is included with this Notice. You may also obtain one from the website for the Settlement: www.DeVrySecuritiesSettlement.com, or from Lead Counsel's website: www.labaton.com. You can also request that a Claim Form be mailed to you by calling the Claims Administrator toll-free at (____) ___-_____. 30. Please read the instructions in the Claim Form carefully. Fill out the Claim Form, include all the documents the form requests, sign it, and either mail it to the Claims Administrator using the address in the Claim Form or submit it online at www.DeVrySecuritiesSettlement.com. Claim Forms must be postmarked (if mailed) or submitted electronically no later than ______________________, 2019. 9. When will I receive my payment? 31. The Court will hold a Final Approval Hearing on ____________, 2019 to decide, among other things, whether to finally approve the Settlement. Even if the Court approves the Settlement, there may be appeals which can take time to resolve, perhaps more than a year. It also takes a long time for all of the Claim Forms to be accurately reviewed and processed. Please be patient. 10. What am I giving up to receive a payment and by staying in the Settlement Class? 32. If you are a Settlement Class Member and do not timely and validly exclude yourself from the Settlement Class, you will remain in the Settlement Class and that means that, - 12 - Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 27 of 66 PageID #:2442 Exhibit A-1 upon the "Effective Date" of the Settlement, you will forever release and be barred from commencing: all "Released Claims" against the "Released Defendant Parties" (see definitions below); all Released Claims against the Released Defendant Parties that otherwise would have been barred by res judicata had the Action been fully litigated to a final judgment; and all Unknown Claims. These Releases are described in full in the Settlement Agreement and proposed Final Judgment and Order Approving Settlement, which are available at www.DeVrySecuritiesSettlement.com, www.labaton.com, or by contacting the Claims Administrator or Lead Counsel. (a) "Released Claims" means [INSERT FINAL] (b) "Released Defendant Parties" means [INSERT FINAL] (c) "Unknown Claims" means [INSERT FINAL] 33. The "Effective Date" will occur when an Order entered by the Court approving the Settlement becomes Final and is not subject to appeal. If you remain a member of the Settlement Class, all of the Court's orders about the Settlement, whether favorable or unfavorable, will apply to you and legally bind you. 34. Upon the "Effective Date," Defendants will also provide a release of any claims against Lead Plaintiff and the Settlement Class arising out of or related to the institution, prosecution, or settlement of the claims in the Action. EXCLUDING YOURSELF FROM THE SETTLEMENT CLASS 35. If you want to keep any right you may have to sue or continue to sue Defendants and the other Released Defendant Parties on your own concerning the Releases and Released Claims, then you must take steps to remove yourself from the Settlement Class. This is called excluding yourself or "opting out." Please note: If you decide to exclude yourself, there is a - 13 - Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 28 of 66 PageID #:2442 Exhibit A-1 risk that any lawsuit you may file to pursue claims alleged in the Action may be dismissed, including because the suit is not filed within the applicable time periods required for filing suit. 11. How do I exclude myself from the Settlement Class? 36. To exclude yourself from the Settlement Class, you must mail a signed letter stating that you request to be "excluded from the Settlement Class in Pension Trust Fund for Operating Engineers v. DeVry Education Group, et al., No. 16-cv-05198 (N.D. Ill.)." You cannot exclude yourself by telephone or e-mail. Each request for exclusion must also: (i) state the name, address, e-mail, and telephone number of the person or entity requesting exclusion; (ii) state the number of shares of DeVry publicly traded common stock and/or option contracts the person or entity purchased, acquired, and sold during the Settlement Class Period, as well as the dates and prices of each such purchase, acquisition and sale; and (iii) be signed by the Person requesting exclusion or an authorized representative. A request for exclusion must be submitted so that it is received no later than _________, 2019 to: Pension Trust Fund v. DeVry Education Group Claims Administrator c/o _______________ ____________________ (____) ____-_____ 37. This information is needed to determine whether you are a member of the Settlement Class. Your exclusion request must comply with these requirements in order to be valid. If you ask to be excluded, do not submit a Claim Form because you cannot receive any payment from the Net Settlement Fund. Also, you cannot object to the Settlement because you will not be a Settlement Class Member. However, if you submit a valid exclusion request, you will not be legally bound by anything that happens in the Action, and you may be able to sue (or continue to sue) Defendants and the other Released Defendant Parties in the future. - 14 - Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 29 of 66 PageID #:2442 Exhibit A-1 12. If I do not exclude myself, can I sue Defendants and the other Released Defendant Parties for the same thing later? 38. No. Unless you properly exclude yourself, you will give up any rights to sue Defendants and the other Released Defendant Parties for any and all Releases in the Settlement Agreement. If you have a pending lawsuit against any of the Released Defendant Parties, speak to your lawyer in that case immediately. You must exclude yourself from this Settlement Class to continue your own lawsuit. Remember, the exclusion deadline is ________________, 2019. 13. If I exclude myself, can I get money from the proposed Settlement? 39. No, only Settlement Class Members are eligible to recover money from the Settlement. THE LAWYERS REPRESENTING YOU 14. Do I have a lawyer in this case? 40. Labaton Sucharow LLP is Lead Counsel in the Action and represents all Settlement Class Members. You will not be separately charged for these lawyers. The Court will determine the amount of Attorneys' Fees and Expenses, which will be paid from the Settlement Fund. If you want to be represented by your own lawyer, you may hire one at your own expense. 15. How will the lawyers be paid? 41. Lead Counsel has been prosecuting the Action on a contingent basis and has not been paid for any of its work. Lead Counsel will apply to the Court, on behalf of itself and all other Plaintiffs' Counsel, for an award of attorneys' fees of no more than 27% of the Settlement Fund, which will include any accrued interest. Plaintiffs' Counsel are Lead Counsel; Spector, Roseman & Kodroff, PC; and Wexler Wallace LLP. Any fee allocations among Plaintiffs' - 15 - Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 30 of 66 PageID #:2442 Exhibit A-1 Counsel will in no way increase the fees that are deducted from the Settlement Fund, and no other attorneys will share the awarded attorneys' fees. Lead Counsel will also seek payment of litigation expenses incurred by Plaintiffs' Counsel in the prosecution and settlement of the Action of no more than $225,000, plus accrued interest, which may include an application in accordance with the PSLRA for the reasonable costs and expenses (including lost wages) of Lead Plaintiff directly related to its representation of the Settlement Class. As explained above, any Attorneys' Fees and Expenses awarded by the Court will be paid from the Settlement Fund. Settlement Class Members are not personally liable for any such fees or expenses. OBJECTING TO THE SETTLEMENT, THE PLAN OF ALLOCATION, OR THE FEE AND EXPENSE APPLICATION 16. How do I tell the Court that I do not like something about the proposed Settlement? 42. If you are a Settlement Class Member, you can object to the Settlement or any of its terms, the proposed Plan of Allocation of the Net Settlement Fund, and/or Lead Counsel's Fee and Expense Application. You may write to the Court about why you think the Court should not approve any or all of the Settlement terms or related relief. If you would like the Court to consider your views, you must file a proper objection within the deadline, and according to the following procedures. 43. To object, you must send a signed letter stating that you object to the proposed Settlement, the Plan of Allocation, and/or the Fee and Expense Application in "Pension Trust Fund for Operating Engineers v. DeVry Education Group, et al., No. 16-cv-05198 (N.D. Ill.)." Your objection must state why you are objecting and whether your objection applies only to you, a subset of the Settlement Class, or the entire Settlement Class. The objection must also state: (i) the name, address, telephone number, and e-mail address of the objector and must be signed by the objector; (ii) contain a statement of the Settlement Class Member's objection or - 16 - Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 31 of 66 PageID #:2442 Exhibit A-1 objections and the specific reasons for each objection, including any legal and evidentiary support (including witnesses) the Settlement Class Member wishes to bring to the Court's attention; and (iii) include information sufficient to prove the objector's membership in the Settlement Class, including the number of shares of DeVry publicly traded common stock and/or option contracts purchased, acquired, and sold during the Settlement Class Period as well as the dates and prices of each such purchase, acquisition, and sale. Unless otherwise allowed by the Court, any Settlement Class Member who does not object in the manner described in this Notice will be deemed to have waived any objection and will not be able to make any objections to the proposed Settlement, the Plan of Allocation, and/or Lead Counsel's Fee and Expense Application. Your objection must be filed with the Court no later than _______________, 2019 and be mailed or delivered to the following counsel so that it is received no later than __________________, 2019: Court Lead Counsel Defendants' Counsel Representative Clerk of the Court Labaton Sucharow LLP Steptoe & Johnson LLP United States District Court Carol C. Villegas, Esq. Philip S. Khinda, Esq. Northern District of Illinois 140 Broadway 1330 Connecticut Avenue NW 219 S. Dearborn New York, NY 10005 Washington, DC 20036 Chicago, IL 60604 44. You do not need to attend the Final Approval Hearing to have your written objection considered by the Court. However, any Settlement Class Member who has complied with the procedures described in this Question 16 and below in Question 20 may appear at the Final Approval Hearing and be heard, to the extent allowed by the Court. An objector may appear in person or arrange, at his, her, or its own expense, for a lawyer to represent him, her, or it at the Final Approval Hearing. - 17 - Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 32 of 66 PageID #:2442 Exhibit A-1 17. What is the difference between objecting and seeking exclusion? 45. Objecting is telling the Court that you do not like something about the proposed Settlement, Plan of Allocation, or Lead Counsel's Fee and Expense Application. You can still recover money from the Settlement. You can object only if you stay in the Settlement Class. Excluding yourself is telling the Court that you do not want to be part of the Settlement Class. If you exclude yourself from the Settlement Class, you have no basis to object because the Settlement and the Action no longer affect you. THE FINAL APPROVAL HEARING 18. When and where will the Court decide whether to approve the proposed Settlement? 46. The Court will hold the Final Approval Hearing on ___________, 2019 at ____ _.m., in Courtroom 1342 at the United States District Court for the Northern District of Illinois, Everett McKinley Dirksen United States Courthouse, 219 S. Dearborn, Chicago, Illinois 60604. 47. At this hearing, the Court will consider whether: (i) the Settlement is fair, reasonable, adequate, and should be approved; (ii) the Plan of Allocation is fair and reasonable, and should be approved; and (iii) the application of Lead Counsel for an award of attorneys' fees and payment of litigation expenses is reasonable and should be approved. The Court will take into consideration any written objections filed in accordance with the instructions in Question 16 above. We do not know how long it will take the Court to make these decisions. 48. You should be aware that the Court may change the date and time of the Final Approval Hearing without another notice being sent to Settlement Class Members. If you want to attend the hearing, you should check with Lead Counsel or visit the websites www.DeVrySecuritiesSettlement.com or www.labaton.com, beforehand to be sure that the hearing date and/or time has not changed. - 18 - Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 33 of 66 PageID #:2442 Exhibit A-1 19. Do I have to come to the Final Approval Hearing? 49. No. Lead Counsel will answer any questions the Court may have. But, you are welcome to attend at your own expense. If you submit a valid and timely objection, the Court will consider it and you do not have to come to Court to discuss it. You may have your own lawyer attend (at your own expense), but it is not required. If you do hire your own lawyer, he or she must file and serve a Notice of Appearance in the manner described in the answer to Question 20 below no later than _____________, 2019. 20. May I speak at the Final Approval Hearing? 50. You may ask the Court for permission to speak at the Final Approval Hearing. To do so, you must, no later than _________ __, 2019, submit a statement that you, or your attorney, intend to appear in "Pension Trust Fund for Operating Engineers v. DeVry Education Group, et al., No. 16-cv-05198 (N.D. Ill.)." Persons who intend to present evidence at the Final Approval Hearing must also include in their objections (prepared and submitted in accordance with the answer to Question 16 above) the identities of any witnesses they may wish to call to testify and any exhibits they intend to introduce into evidence at the Final Approval Hearing. You may not speak at the Final Approval Hearing if you exclude yourself from the Settlement Class or if you have not provided written notice of your intention to speak at the Final Approval Hearing in accordance with the procedures described in this Question 20 and Question 16 above. IF YOU DO NOTHING 21. What happens if I do nothing at all? 51. If you do nothing and you are a member of the Settlement Class, you will receive no money from this Settlement and you will be precluded from starting a lawsuit, continuing - 19 - Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 34 of 66 PageID #:2442 Exhibit A-1 with a lawsuit, or being part of any other lawsuit against Defendants and the other Released Defendant Parties concerning the Released Claims and Releases. To share in the Net Settlement Fund, you must submit a Claim Form (see Question 8 above). To start, continue, or be a part of any other lawsuit against Defendants and the other Released Defendant Parties concerning the Released Claims and Releases, you must exclude yourself from the Settlement Class (see Question 11 above). GETTING MORE INFORMATION 22. Are there more details about the Settlement? 52. This Notice summarizes the proposed Settlement. More details are contained in the Settlement Agreement. You may review the Settlement Agreement filed with the Court or other documents in the case during business hours at the Office of the Clerk of the United States District Court, Northern District of Illinois, 219 S. Dearborn, Chicago, IL 60604. Subscribers to PACER, a fee-based service, can also view the papers filed publicly in the Action through the Court's on-line Case Management/Electronic Case Files System at https://www.pacer.gov. 53. You can also get a copy of the Settlement Agreement, and other documents related to the Settlement, as well as additional information about the Settlement by visiting the Settlement website, www.DeVrySecuritiesSettlement.com, or the website of Lead Counsel, www.labaton.com. You may also call the Claims Administrator toll free at (_____) ____-_____ or write to the Claims Administrator at Pension Trust Fund v. DeVry Education Group, c/o________________. Please do not call the Court with questions about the Settlement. PLAN OF ALLOCATION OF THE NET SETTLEMENT FUND 23. How will my claim be calculated? 54. The Plan of Allocation (the "Plan of Allocation" or "Plan") set forth below is the plan that is being proposed by Lead Plaintiff and Lead Counsel to the Court for approval. The - 20 - Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 35 of 66 PageID #:2442 Exhibit A-1 Court may approve this Plan of Allocation or modify it without additional notice to the Settlement Class. Any order modifying the Plan will be posted on the Settlement website at: www.DeVrySecuritiesSettlement.com and at www.labaton.com. 55. The Settlement Payment and the interest it earns is the "Settlement Fund." The Settlement Fund, after deduction of Court-approved Attorneys' Fees and Expenses, Notice and Administration Expenses, Taxes, and any other fees or expenses approved by the Court is the "Net Settlement Fund." The Net Settlement Fund will be distributed to members of the Settlement Class who timely submit valid Claim Forms that show a Recognized Claim according to the Plan of Allocation approved by the Court. 56. The objective of this Plan of Allocation is to equitably distribute the Net Settlement Fund among Authorized Claimants who suffered economic losses allegedly as a result of the asserted violations of the federal securities laws during the Settlement Class Period (August 26, 2011 through January 27, 2016). In this case, Lead Plaintiff alleges that Defendants issued false statements and omitted material facts during the Settlement Class Period that allegedly artificially inflated the price of DeVry publicly traded common stock. It is alleged that corrective information released to the market on January 27, 2016 (at 12:01 p.m. EST) and January 28, 2016 impacted the market price of DeVry common stock in a statistically significant manner and removed the alleged artificial inflation from the share price on January 27, 2016 (after 12:01 p.m. EST) through January 28, 2016. Accordingly, in order to have a compensable loss in this Settlement, the DeVry Equity Securities must have been purchased or otherwise acquired during the Settlement Class Period and held through at least one of the alleged corrective disclosures. To design this Plan, Lead Counsel has conferred with Lead Plaintiff's damages expert. This Plan is intended to be generally consistent with an assessment - 21 - Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 36 of 66 PageID #:2442 Exhibit A-1 of, among other things, the damages that Lead Plaintiff and Lead Counsel believe were recoverable in the Action pursuant to the Exchange Act. 57. The Plan of Allocation, however, is not a formal damages analysis and the calculations made pursuant to the Plan are not intended to be estimates of, nor indicative of, the amounts that Settlement Class Members might have been able to recover after a trial. The computations under the Plan of Allocation are only a method to weigh the claims of Authorized Claimants against one another for the purposes of making pro rata allocations of the Net Settlement Fund. An individual Settlement Class Member's recovery will depend on, for example: (a) the total number and value of claims submitted; (b) when the claimant purchased or acquired DeVry Equity Securities; and (c) whether and when the claimant sold his, her, or its Equity Securities. 58. Because the Net Settlement Fund is less than the total losses alleged to be suffered by Settlement Class Members, the formulas described below for calculating Recognized Losses are not intended to estimate the amount that will actually be paid to Authorized Claimants. Rather, these formulas provide the basis on which the Net Settlement Fund will be distributed among Authorized Claimants on a pro rata basis. An Authorized Claimant's "Recognized Claim" shall be the amount used to calculate the Authorized Claimant's pro rata share of the Net Settlement Fund. The pro rata share shall be the Authorized Claimant's Recognized Claim divided by the total of the Recognized Claims of all Authorized Claimants, multiplied by the total amount in the Net Settlement Fund. 59. Defendants, their respective counsel, and all other Released Defendant Parties will have no responsibility or liability for the investment of the Settlement Fund, the distribution of the Net Settlement Fund, the Plan of Allocation or the payment of any claim. Lead Plaintiff, - 22 - Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 37 of 66 PageID #:2442 Exhibit A-1 Lead Counsel, and anyone acting on their behalf, likewise will have no liability for their reasonable efforts to execute, administer, and distribute the Settlement. CALCULATION OF RECOGNIZED LOSS AMOUNTS 60. For purposes of determining whether a claimant has a Recognized Claim, purchases, acquisitions, and sales of DeVry Equity Securities will first be matched on a First In/First Out ("FIFO") basis. If a Settlement Class Member has more than one purchase/acquisition or sale of any eligible DeVry Equity Security during the Settlement Class Period, all purchases/acquisitions and sales of the like security shall be matched on a FIFO basis. With respect to DeVry's common stock and call options, Settlement Class Period sales will be matched first against any holdings at the beginning of the Settlement Class Period and then against purchases/acquisitions in chronological order, beginning with the earliest purchase/acquisition made during the Settlement Class Period. For DeVry's put options, Settlement Class Period purchases will be matched first to close-out positions open at the beginning of the Settlement Class Period, and then against put options sold (written) during the Settlement Class Period in chronological order. 61. The Claims Administrator will calculate a "Recognized Loss Amount," as set forth below, for each purchase of DeVry publicly traded common stock and call options and each sale of DeVry put options during the Settlement Class Period (August 26, 2011 through January 27, 2016) that is listed in the Claim Form and for which adequate documentation is provided. To the extent that the calculation of a Claimant's Recognized Loss Amount results in a negative number, that number shall be set to zero. 62. The sum of a claimant's Recognized Loss Amounts will be the claimant's "Recognized Claim." COMMON STOCK CALCULATIONS - 23 - Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 38 of 66 PageID #:2442 Exhibit A-1 63. For each share of DeVry common stock purchased or otherwise acquired during the Settlement Class Period and sold before the close of trading on April 25, 2016, an "Out of Pocket Loss" will be calculated. Out of Pocket Loss is defined as the purchase price (excluding all fees, taxes, and commissions) minus the sale price (excluding all fees, taxes, and commissions). To the extent that the calculation of the Out of Pocket Loss results in a negative number, that number shall be set to zero. 64. For each share of DeVry publicly traded common stock purchased or acquired from August 26, 2011 through and including January 27, 2016 prior to 12:01 p.m. EST3 and: A. Sold prior to 12:01 p.m. EST on January 27, 2016, the Recognized Loss Amount for each such share shall be zero. B. Sold after the release of corrective information on January 27, 2016 (at 12:01 p.m. EST) and before the opening of trading on January 28, 2016, the Recognized Loss Amount for each such share shall be the least of: 1. $2.77; or 2. the actual purchase/acquisition price of each such share minus the average closing price from January 27, 2016, up to the date of sale as set forth in Table 1 below; or 3. the Out of Pocket Loss. C. Sold after market open on January 28, 2016 and before the close of trading on April 25, 2016, the Recognized Loss Amount for each such share shall be the least of: 1. $3.44; or 2. the actual purchase/acquisition price of each such share minus the average closing price from January 27, 2016, up to the date of sale as set forth in Table 1 below; or 3 For purposes of this Plan of Allocation, the Claims Administrator will assume that any shares purchased/acquired or sold on January 27, 2016 at any price less than $23.15 per share occurred after the allegedly corrective information was released to the market at 12:01 p.m. EST, and that any shares purchased/acquired or sold on January 27, 2016 at any price equal to or greater than $23.15 per share occurred before the release of the allegedly corrective information at 12:01 p.m. EST. - 24 - Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 39 of 66 PageID #:2442 Exhibit A-1 3. the Out of Pocket Loss. D. Held as of the close of trading on April 25, 2016, the Recognized Loss Amount for each such share shall be the lesser of: 1. $3.44; or 2. the actual purchase/acquisition price of each such share minus $18.32.4 65. For each share of DeVry publicly traded common stock purchased or acquired on January 27, 2016 after 12:01 p.m. EST, when allegedly corrective information was released to the market, the Recognized Loss Amount for each such share shall be zero. EXCHANGE-TRADED CALL AND PUT OPTIONS CALCULATIONS 66. Exchange-traded options are traded in units called "contracts," which entitle the holder to buy (in the case of a call option) or sell (in the case of a put option) 100 shares of the underlying security, which in this case is DeVry common stock. Throughout this Plan of Allocation, all price quotations of exchange-traded options are per share of the underlying security (i.e., 1/100 of a contract). 67. Each option contract specifies a strike price and an expiration date. Contracts with the same strike price and expiration date are referred to as a "series." Under the Plan of Allocation, the dollar artificial inflation per share (i.e., 1/100 of a contract) for each series of 4 Pursuant to Section 21D(e)(1) of the Exchange Act, "in any private action arising under this title in which the plaintiff seeks to establish damages by reference to the market price of a security, the award of damages to the plaintiff shall not exceed the difference between the purchase or sale price paid or received, as appropriate, by the plaintiff for the subject security and the mean trading price of that security during the 90-day period beginning on the date on which the information correcting the misstatement or omission that is the basis for the action is disseminated to the market." Consistent with the requirements of the Exchange Act, Recognized Loss Amounts are reduced to an appropriate extent by taking into account the closing prices of DeVry common stock during the "90-day look-back period," January 27, 2016 through April 25, 2016. The mean (average) closing price for DeVry common stock during this 90-day look-back period was $18.32. - 25 - Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 40 of 66 PageID #:2442 Exhibit A-1 DeVry call options and the dollar artificial deflation per share (i.e., 1/100 of a contract) for each series of DeVry put options has been calculated by Lead Plaintiff's damages expert. 68. Table 2 sets forth the dollar artificial inflation per share in DeVry call options during the Settlement Class Period. Table 3 sets forth the dollar artificial deflation per share in DeVry put options during the Settlement Class Period. Tables 2 and 3 list only series of DeVry options that expired on or after January 27, 2016 – the date of the first alleged corrective disclosure. 69. Transactions in DeVry options that expired before January 27, 2016 have a Recognized Loss Amount of zero under the Plan of Allocation. 70. For each DeVry call option purchased or otherwise acquired during the Settlement Class Period and sold before the close of trading on January 28, 2016, and for each DeVry put option sold (written) during the Settlement Class Period and purchased before the close of trading on January 28, 2016, an "Out of Pocket Loss" will be calculated. For DeVry call options closed through sale, the Out of Pocket Loss is the purchase/acquisition price (excluding all fees, taxes, and commissions) minus the sale price (excluding all fees, taxes, and commissions). For DeVry call options closed through exercise or expiration, the Out of Pocket Loss is the purchase/acquisition price (excluding all fees, taxes, and commissions) minus the value per option on the date of exercise or expiration.5 For DeVry put options closed through purchase, the Out of Pocket Loss is the purchase/acquisition price (excluding all fees, taxes, and 5 The "value" of the call option on the date of exercise or expiration shall be the closing price of DeVry common stock on the date of exercise or expiration minus the strike price of the option. If this number is less than zero, the value of the call option is zero. - 26 - Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 41 of 66 PageID #:2442 Exhibit A-1 commissions) minus the sale price (excluding all fees, taxes, and commissions).6 For DeVry put options closed through exercise or expiration, the Out of Pocket Loss is the value per option on the date of exercise or expiration minus the sale price (excluding all fees, taxes, and commissions). To the extent that the calculation of the Out of Pocket Loss results in a negative number, that number shall be set to zero. 71. For each DeVry exchange-traded call option purchased or acquired from August 26, 2011 through and including January 27, 2016 prior to 12:01 p.m. EST and: A. Closed (through sale, exercise, or expiration) prior to 12:01 p.m. EST on January 27, 2016, the Recognized Loss Amount for each such share shall be zero. B. Closed (through sale, exercise, or expiration) after the release of corrective information on January 27, 2016 (at 12:01 p.m. EST) and before the close of trading on January 28, 2016, the Recognized Loss Amount for each such share shall be the lesser of: 1. the dollar artificial inflation applicable to each such share on the date of sale as set forth in Table 2; or 2. the Out of Pocket Loss. C. Open as of the close of trading on January 28, 2016, the Recognized Loss Amount for each such share shall be the lesser of: 1. the dollar artificial inflation applicable to each such share on January 28, 2016 as set forth in Table 2 below; or 2. the actual purchase/acquisition price of each such share minus the closing price on January 28, 2016 (i.e., the "Holding Price") as set forth in Table 2 below. 72. For each DeVry exchange-traded call option purchased or acquired on January 27, 2016 after 12:01 p.m. EST, when allegedly corrective information was released to the market, the Recognized Loss Amount for each such share shall be zero. 6 The "value" of the put option on the date of exercise or expiration shall be the strike price of the option minus the closing price of DeVry common stock on the date of exercise or expiration. If this number is less than zero, the value of the call option is zero. - 27 - Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 42 of 66 PageID #:2442 Exhibit A-1 73. For each DeVry exchange-traded put option sold (written) from August 26, 2011 through and including January 27, 2016 prior to 12:01 p.m. EST and: A. Closed (through purchase, exercise, or expiration) prior to 12:01 p.m. EST on January 27, 2016, the Recognized Loss Amount for each such share shall be zero. B. Closed (through purchase, exercise, or expiration) after the release of corrective information on January 27, 2016 (at 12:01 p.m. EST) and before the close of trading on January 28, 2016, the Recognized Loss Amount for each such share shall be the lesser of: 1. the dollar artificial deflation applicable to each such share on the date of close as set forth in Table 3; or 2. the Out of Pocket Loss. C. Open as of the close of trading on January 28, 2016, the Recognized Loss Amount for each such share shall be the lesser of: 1. the dollar artificial deflation applicable to each such share on January 28, 2016 as set forth in Table 3 below; or 2. the closing price on January 28, 2016 (i.e., the "Holding Price") as set forth in Table 3 below minus the sale (writing) price. 74. For each DeVry exchange-traded put option sold (written) on January 27, 2016 after 12:01 p.m. EST, when allegedly corrective information was released to the market, the Recognized Loss Amount for each such share shall be zero. 75. Maximum Recovery for Options: The Settlement proceeds available for DeVry call options purchased during the Settlement Class Period and DeVry put options sold (written) during the Settlement Class Period shall be limited to a total amount equal to 0.50% of the Net Settlement Fund. - 28 - Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 43 of 66 PageID #:2442 Exhibit A-1 TABLE 1 DeVry Common Stock Closing Price and Average Closing Price January 27, 2016 – April 25, 2016 Average Average Closing Price Closing Price between between January 27, January 27, Closing 2016 and Date Closing 2016 and Date Date Price Shown Date Price Shown 1/27/2016 $20.09 $20.09 3/11/2016 $21.38 $18.82 1/28/2016 $19.37 $19.73 3/14/2016 $20.67 $18.88 1/29/2016 $19.90 $19.79 3/15/2016 $18.58 $18.87 2/1/2016 $19.14 $19.63 3/16/2016 $18.66 $18.86 2/2/2016 $18.08 $19.32 3/17/2016 $19.38 $18.88 2/3/2016 $19.84 $19.40 3/18/2016 $19.40 $18.89 2/4/2016 $19.06 $19.35 3/21/2016 $19.44 $18.91 2/5/2016 $17.03 $19.06 3/22/2016 $18.79 $18.90 2/8/2016 $17.96 $18.94 3/23/2016 $18.14 $18.88 2/9/2016 $17.14 $18.76 3/24/2016 $18.25 $18.87 2/10/2016 $17.10 $18.61 3/28/2016 $18.15 $18.85 2/11/2016 $16.92 $18.47 3/29/2016 $18.41 $18.84 2/12/2016 $16.74 $18.34 3/30/2016 $17.22 $18.80 2/16/2016 $17.92 $18.31 3/31/2016 $17.27 $18.77 2/17/2016 $18.14 $18.30 4/1/2016 $17.30 $18.74 2/18/2016 $18.44 $18.30 4/4/2016 $17.22 $18.71 2/19/2016 $17.93 $18.28 4/5/2016 $16.83 $18.67 2/22/2016 $18.10 $18.27 4/6/2016 $16.90 $18.63 2/23/2016 $17.83 $18.25 4/7/2016 $16.74 $18.59 2/24/2016 $18.12 $18.24 4/8/2016 $16.81 $18.56 2/25/2016 $18.10 $18.24 4/11/2016 $16.84 $18.53 2/26/2016 $18.37 $18.24 4/12/2016 $16.93 $18.50 2/29/2016 $18.26 $18.24 4/13/2016 $17.43 $18.48 3/1/2016 $18.91 $18.27 4/14/2016 $17.10 $18.45 3/2/2016 $18.66 $18.29 4/15/2016 $17.32 $18.43 3/3/2016 $19.64 $18.34 4/18/2016 $17.58 $18.42 3/4/2016 $19.62 $18.39 4/19/2016 $17.73 $18.40 3/7/2016 $21.25 $18.49 4/20/2016 $17.14 $18.38 3/8/2016 $21.14 $18.58 4/21/2016 $17.17 $18.36 3/9/2016 $21.16 $18.67 4/22/2016 $17.04 $18.34 3/10/2016 $20.97 $18.74 4/25/2016 $16.92 $18.32 - 29 - Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 44 of 66 PageID #:2442 Exhibit A-1 TABLE 2 DeVry Call Option Artificial Inflation per Share and Holding Prices Artificial Artificial Inflation if Sold Inflation if Sold Expiration Date Strike Price on January 27, Holding Price on January 28, 2016 (after 12:01 2016 p.m. EST) 2/19/2016 $17.50 $2.50 $2.97 $2.60 2/19/2016 $20.00 $1.90 $2.32 $1.15 2/19/2016 $22.50 $1.14 $1.37 $0.45 2/19/2016 $25.00 $0.57 $0.64 $0.10 2/19/2016 $30.00 $0.00 $0.19 $0.03 2/19/2016 $35.00 $0.00 $0.30 $0.20 2/19/2016 $40.00 $0.00 $0.42 $0.10 3/18/2016 $22.50 $1.04 $1.42 $0.65 3/18/2016 $25.00 $0.55 $0.71 $0.25 3/18/2016 $30.00 $0.04 $0.08 $0.08 5/20/2016 $17.50 $2.31 $2.55 $3.60 5/20/2016 $22.50 $1.20 $1.59 $1.25 5/20/2016 $25.00 $0.89 $1.10 $0.65 5/20/2016 $30.00 $0.21 $0.37 $0.18 5/20/2016 $35.00 $0.00 $0.02 $0.13 5/20/2016 $40.00 $0.00 $0.37 $0.25 8/19/2016 $22.50 $1.27 $1.58 $1.85 8/19/2016 $30.00 $0.36 $0.55 $0.43 TABLE 3 DeVry Put Option Artificial Deflation per Share and Holding Prices Artificial Deflation if Artificial Closed on Deflation if Expiration Date Strike Price Holding Price January 27, 2016 Closed on (after 12:01 p.m. January 28, 2016 EST) 2/19/2016 $17.50 $0.47 $0.57 $0.83 2/19/2016 $20.00 $0.87 $1.20 $1.85 2/19/2016 $22.50 $1.56 $2.14 $3.65 2/19/2016 $25.00 $2.41 $2.46 $5.45 2/19/2016 $30.00 $2.66 $2.66 $10.05 2/19/2016 $35.00 $2.66 $2.66 $15.05 2/19/2016 $40.00 $3.00 $3.00 $19.90 3/18/2016 $20.00 $1.14 $1.23 $2.15 3/18/2016 $22.50 $1.97 $2.02 $3.85 3/18/2016 $25.00 $2.56 $2.66 $5.90 5/20/2016 $15.00 $0.34 $0.46 $0.95 - 30 - Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 45 of 66 PageID #:2442 Exhibit A-1 Artificial Deflation if Artificial Closed on Deflation if Expiration Date Strike Price Holding Price January 27, 2016 Closed on (after 12:01 p.m. January 28, 2016 EST) 5/20/2016 $17.50 $0.95 $0.95 $1.78 5/20/2016 $20.00 $1.29 $1.34 $2.95 5/20/2016 $22.50 $1.92 $1.92 $4.55 5/20/2016 $25.00 $2.13 $2.45 $6.40 5/20/2016 $30.00 $2.85 $2.85 $10.45 8/19/2016 $15.00 $0.82 $0.82 $1.43 8/19/2016 $17.50 $1.08 $1.08 $2.28 8/19/2016 $20.00 $1.46 $1.46 $3.55 8/19/2016 $22.50 $1.97 $1.97 $5.15 ADDITIONAL PROVISIONS 76. Publicly traded DeVry common stock, exchange-traded call options, and exchange-traded put options are the only securities eligible for recovery under the Plan of Allocation.7 With respect to DeVry common stock purchased or sold through the exercise of an option, the purchase/sale date of the DeVry common stock is the exercise date of the option and the purchase/sale price is the exercise price of the option. 77. Purchases or acquisitions and sales of DeVry Equity Securities shall be deemed to have occurred on the "contract" or "trade" date as opposed to the "settlement" or "payment" date. The receipt or grant by gift, inheritance or operation of law of DeVry Equity Securities during the Settlement Class Period shall not be deemed a purchase or acquisition of such securities for the calculation of a claimant's Recognized Claim, nor shall the receipt or grant be deemed an assignment of any claim relating to the purchase/acquisition of such securities unless 7 As mentioned above, the Action and Settlement involve the time period when the Company was known as DeVry Education Group. During this time, the Company's common stock traded under the ticker "DV." On or about May 24, 2017, the Company changed its name to Adtalem and its common stock began to trade under the ticker "ATGE." Accordingly, your account information may refer to DV before May 2017, but ATGE after May 2017. - 31 - Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 46 of 66 PageID #:2442 Exhibit A-1 (i) the donor or decedent purchased or otherwise acquired such securities during the Settlement Class Period; (ii) no Claim Form was submitted by or on behalf of the donor, on behalf of the decedent, or by anyone else with respect to such securities; and (iii) it is specifically so provided in the instrument of gift or assignment. 78. In accordance with the Plan of Allocation, the Recognized Loss Amount on any portion of a purchase or acquisition that matches against (or "covers") a "short sale" is zero. The Recognized Loss Amount on a "short sale" that is not covered by a purchase or acquisition is also zero. In the event that a claimant has an opening short position in DeVry common stock at the start of the Settlement Class Period, the earliest Settlement Class Period purchases or acquisitions shall be matched against such opening short position in accordance with the FIFO matching described above and any portion of such purchases or acquisition that covers such short sales will not be entitled to recovery. In the event that a claimant newly establishes a short position during the Settlement Class Period, the earliest subsequent Settlement Class Period purchase or acquisition shall be matched against such short position on a FIFO basis and will not be entitled to a recovery. 79. If a claimant has "written" DeVry call options, thereby having a short position in the call options, the date of covering such a written position is deemed to be the date of purchase or acquisition of the call option. The date on which the call option was written is deemed to be the date of sale of the call option. In accordance with the Plan of Allocation, the earliest Settlement Class Period purchases or acquisitions shall be matched against such short positions in accordance with the FIFO matching described above and any portion of such purchases or acquisitions that cover such short positions will not be entitled to recovery. 80. If a claimant has purchased or acquired DeVry put options, thereby having a long position in the put options, the date of purchase/acquisition is deemed to be the date of - 32 - Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 47 of 66 PageID #:2442 Exhibit A-1 purchase/acquisition of the put option. The date on which the put option was sold, exercised, or expired is deemed to be the date of sale of the put option. In accordance with the Plan of Allocation, the earliest sales or dispositions of like put options during the Settlement Class Period shall be matched against such long positions in accordance with the FIFO matching described above and any portion of the sales that cover such long positions shall not be entitled to a recovery. 81. The Net Settlement Fund will be allocated among all Authorized Claimants whose prorated payment is $10.00 or greater. If the prorated payment to any Authorized Claimant calculates to less than $10.00, it will not be included in the calculation and a distribution will not be made to that Authorized Claimant. 82. Payment according to this Plan of Allocation will be deemed conclusive against all Authorized Claimants. Recognized Claims will be calculated as defined herein by the Claims Administrator and cannot be less than zero. 83. Distributions will be made to eligible Authorized Claimants after all claims have been processed and after the Court has finally approved the Settlement. If there is any balance remaining in the Net Settlement Fund (whether by reason of tax refunds, uncashed checks or otherwise) after at least six (6) months from the date of initial distribution of the Net Settlement Fund, the Claims Administrator shall, if feasible and economical after payment of Notice and Administration Expenses, Taxes, and Attorneys' Fees and Expenses, if any, redistribute such balance among Authorized Claimants who have cashed their initial checks in an equitable and economic fashion. Once it is no longer feasible or economical to make further distributions, any balance that still remains in the Net Settlement Fund after re-distribution(s) and after payment of outstanding Notice and Administration Expenses, Taxes, and Attorneys' Fees and - 33 - Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 48 of 66 PageID #:2442 Exhibit A-1 Expenses, if any, shall be contributed to the Council of Institutional Investors, or such other non-profit and non-sectarian organization(s) approved by the Court. 84. Payment pursuant to the Plan of Allocation or such other plan as may be approved by the Court shall be conclusive against all Authorized Claimants. No person shall have any claim against Lead Plaintiff, Plaintiffs' Counsel, their damages expert, Claims Administrator, or other agent designated by Lead Counsel, arising from determinations or distributions to claimants made substantially in accordance with the Settlement Agreement, the Plan of Allocation approved by the Court, or further orders of the Court. Lead Plaintiff, Defendants, their respective counsel, and all other Released Defendant Parties shall have no responsibility for or liability whatsoever for the investment or distribution of the Settlement Fund, the Net Settlement Fund, the Plan of Allocation or the determination, administration, calculation, or payment of any Claim Form or non-performance of the Claims Administrator, the payment or withholding of taxes owed by the Settlement Fund or any losses incurred in connection therewith. 85. Each claimant is deemed to have submitted to the jurisdiction of the United States District Court for the Northern District of Illinois with respect to his, her, or its claim. SPECIAL NOTICE TO SECURITIES BROKERS AND NOMINEES 86. If you purchased or acquired DeVry common stock and/or exchange traded put or call options (NYSE: ATGE or DV) during the Settlement Class Period for the beneficial interest of a person or entity other than yourself, the Court has directed that WITHIN TEN (10) CALENDAR DAYS OF YOUR RECEIPT OF THIS NOTICE, YOU MUST EITHER: (a) provide to the Claims Administrator the name and last known address of each person or entity for whom or which you purchased or acquired DeVry Equity Securities during the Settlement Class Period; or (b) request additional copies of this Notice and the Claim Form from the - 34 - Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 49 of 66 PageID #:2442 Exhibit A-1 Claims Administrator, which will be provided to you free of charge, and WITHIN TEN (10) CALENDAR DAYS of receipt, mail the Notice and Claim Form directly to all the beneficial owners of those securities. Nominees shall also provide email addresses for all such beneficial owners to the Claims Administrator, to the extent they are available. If you choose to follow procedure (b), the Court has also directed that, upon making that mailing, YOU MUST SEND A STATEMENT to the Claims Administrator confirming that the mailing was made as directed and keep a record of the names and mailing addresses used. You are entitled to reimbursement from the Settlement Fund of your reasonable out-of-pocket expenses actually incurred in connection with the foregoing. Expenses will be paid upon request and submission of appropriate supporting documentation and timely compliance with the above directives. All communications concerning the foregoing should be addressed to the Claims Administrator: Pension Trust Fund v. DeVry Education Group Claims Administrator c/o _______________ ____________________ (____) ____-_____ Dated: _______, 2019 BY ORDER OF THE UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ILLINOIS - 35 - Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 50 of 66 PageID #:2442 Exhibit A-2 Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 51 of 66 PageID #:2442 EXHIBIT A-2 UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION PENSION TRUST FUND FOR OPERATING ENGINEERS, Individually and on Behalf of All Case No. 1:16-CV-05198 Others Similarly Situated, Hon. Mary M. Rowland Plaintiff, v. DEVRY EDUCATION GROUP, INC., DANIEL HAMBURGER, RICHARD M. GUNST, PATRICK J. UNZICKER, AND TIMOTHY J. WIGGINS, Defendants. PROOF OF CLAIM AND RELEASE A. GENERAL INSTRUCTIONS 1. To recover as a member of the Settlement Class based on your claims in the action entitled Pension Trust Fund for Operating Engineers v. DeVry Education Group, Inc., et al., No. 01:16-cv-05198 (N.D. Ill.) (the "Action"), you must complete and, on page ____ below, sign this Proof of Claim and Release form ("Claim Form"). If you fail to submit a timely and properly addressed (as explained in paragraph 3 below) Claim Form, your claim may be rejected and you may not receive any recovery from the Net Settlement Fund created in connection with the proposed Settlement.1 2. Submission of this Claim Form, however, does not assure that you will share in the proceeds of the Settlement of the Action. 3. THIS CLAIM FORM MUST BE SUBMITTED ONLINE AT WWW.DEVRYSECURITIESSETTLEMENT.COM NO LATER THAN _______________, 2019 OR, IF MAILED, BE POSTMARKED NO LATER THAN ____________, 2019, ADDRESSED AS FOLLOWS: 1 The terms of the Settlement are in the Stipulation of Settlement, dated ________, 2019 (the "Settlement Agreement"), which can be viewed at www.DeVrySecuritiesSettlement.com and www.labaton.com. All capitalized terms not defined in this Claim Form have the same meanings as defined in the Settlement Agreement. Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 52 of 66 PageID #:2442 Pension Trust Fund v. DeVry Education Group Claims Administrator c/o _______________ ____________________ www.DeVrySecuritiesSettlement.com 4. If you are a member of the Settlement Class and you do not timely request exclusion in response to the Notice dated __________, 2019, you are bound by the terms of any judgment entered in the Action, including the releases provided therein, WHETHER OR NOT YOU SUBMIT A CLAIM FORM OR RECEIVE A PAYMENT. 5. If you are dissatisfied with the Claims Administrator's determination of your claim, you may ask the Court, which retains jurisdiction over all Settlement Class Members and the claims administration process, to decide the issue by submitting a written request for court review to the Claims Administrator. B. CLAIMANT IDENTIFICATION 1. If you purchased or otherwise acquired DeVry Education Group, Inc. publicly traded common stock and/or exchange-traded call options (and/or sold exchange-traded put options on such common stock) ("DeVry Equity Securities") during the period from August 26, 2011 through January 27, 2016, inclusive (the "Settlement Class Period") and held the securities in your name, you are the beneficial purchaser as well as the record purchaser. If, however, you purchased or otherwise acquired DeVry Equity Securities during the Settlement Class Period through a third party, such as a brokerage firm, you are the beneficial purchaser and the third party is the record purchaser. 2. Use Part I of this form entitled "Claimant Identification" to identify each beneficial purchaser or acquirer of DeVry Equity Securities that form the basis of this claim, as well as the purchaser or acquirer of record if different. THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL PURCHASER(S) OR THE LEGAL REPRESENTATIVE OF SUCH PURCHASER(S). 3. All joint purchasers must sign this claim. Executors, administrators, guardians, conservators, and trustees must complete and sign this claim on behalf of persons represented by them and their authority must accompany this claim and their titles or capacities must be stated. The Social Security (or taxpayer identification) number and telephone number of the beneficial owner may be used in verifying the claim. Failure to provide the foregoing information could delay verification of your claim or result in rejection of the claim. C. IDENTIFICATION OF TRANSACTIONS 1. Use Parts II - IV of this form to supply all required details of your transaction(s) in DeVry Equity Securities. If you need more space or additional schedules, attach separate sheets giving all of the required information in substantially the same form. Sign and print or type your name on each additional sheet. -2- Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 53 of 66 PageID #:2442 2. The Action and Settlement involve the time period when the Company was known as DeVry Education Group. During this time, the Company's common stock traded under the ticker "DV." On or about May 24, 2017, the Company changed its name to Adtalem and its common stock began to trade under the ticker "ATGE." Accordingly, your account information may refer to DV before May 2017, but ATGE after May 2017. 3. On the schedules, provide all of the requested information with respect to: (i) all of your holdings of DeVry Equity Securities as of the beginning of trading on August 26, 2011; (ii) all of your purchases, acquisitions, and sales of DeVry Equity Securities during the time periods below; and (iii) all of your holdings in DeVry Equity Securities as of the close of trading on April 25, 2016, whether such purchases, acquisitions, sales or transactions resulted in a profit or a loss. Failure to report all such transactions may result in the rejection of your claim. 4. The date of covering a "short sale" is deemed to be the date of purchase of DeVry common stock. The date of a "short sale" is deemed to be the date of sale. 5. Copies of broker confirmations or other documentation of your transactions in DeVry Equity Securities must be attached to your claim. Failure to provide this documentation could delay verification of your claim or result in rejection of your claim. THE PARTIES DO NOT HAVE INFORMATION ABOUT YOUR TRANSACTIONS IN DEVRY EQUITY SECURITIES. 6. NOTICE REGARDING ELECTRONIC FILES: Certain claimants with large numbers of transactions may request, or may be requested, to submit information regarding their transactions in electronic files. All claimants MUST submit a manually signed paper Claim Form, whether or not they also submit electronic copies, no later than _______, 2019. If you wish to file your claim electronically, you must contact the Claims Administrator at (___) ___- ____ to obtain the required file layout. No electronic files will be considered to have been properly submitted unless the Claims Administrator issues to the claimant a written acknowledgment of receipt and acceptance of electronically submitted data. PART I – CLAIMANT INFORMATION The Claims Administrator will use this information for all communications regarding this Claim Form. If this information changes, you MUST notify the Claims Administrator in writing at the address above. Complete names of all persons and entities must be provided. Beneficial Owner's First Name MI Beneficial Owner's Last Name Co-Beneficial Owner's First Name MI Co-Beneficial Owner's Last Name Entity Name (if claimant is not an individual) Representative or Custodian Name (if different from Beneficial Owner(s) listed above) -3- Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 54 of 66 PageID #:2442 Address1 (street name and number) Address2 (apartment, unit, or box number) City State ZIP/Postal Code Foreign Country (only if not USA) Social Security Number Taxpayer Identification Number Telephone Number (home) Telephone Number (work) Email address Account Number (if filing for multiple accounts, file a separate Proof of Claim for each account) PART II – SCHEDULE OF TRANSACTIONS IN DEVRY PUBLICLY TRADED COMMON STOCK 1. HOLDINGS AS OF OPENING OF TRADING ON AUGUST 26, 2011 – State the total Confirm Proof of number of shares of DeVry common stock held as of the opening of trading on August 26, 2011. Position Enclosed (Must be documented.) If none, write "zero" or "0." ____________________ ○ 2. PURCHASES/ACQUISITIONS FROM AUGUST 26, 2011 THROUGH JANUARY 27, 2016. Separately list each and every purchase/acquisition of DeVry common stock from after the opening of trading on August 26, 2011 through and including the close of trading on January 27, 2016. (Must be documented.) Date of Purchase/ Number of Shares Purchase/ Total Purchase/ Confirm Proof of Acquisition Purchased/ Acquisition Acquisition Price Purchase/ (List Chronologically) Acquired Price Per Share (excluding taxes, Acquistion Enclosed (Month/Day/Year) commissions, and fees) / / $ $ ○ / / $ $ ○ / / $ $ ○ / / $ $ ○ -4- Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 55 of 66 PageID #:2442 3. PURCHASES/ACQUISITIONS FROM JANUARY 28, 2016 THROUGH APRIL 25, 2016 – State the total number of shares of DeVry common stock purchased/acquired from after the opening of trading on January 28, 2016 through and including the close of trading on April 25, 2016. If none, write "zero" or "0."2 ___________ 4. SALES FROM AUGUST 26, 2011 THROUGH APRIL 25, 2016 – Separately list each and IF NONE, CHECK every sale/disposition of DeVry common stock from after the opening of trading on August 26, 2011 HERE through and including the close of trading on April 25, 2016. (Must be documented.) ○ Date of Sale Number of Sale Price Total Sale Price Confirm Proof (List Chronologically) Shares Sold Per Share (excluding taxes, of Sale Enclosed (Month/Day/Year) commissions, and fees) / / $ $ ○ / / $ $ ○ / / $ $ ○ / / $ $ ○ 5. HOLDINGS AS OF APRIL 25, 2016 – State the total number of shares of DeVry common stock Confirm Proof of held as of the close of trading on April 25, 2016. (Must be documented.) If none, write "zero" or "0." Position Enclosed ________________ ○ IF YOU NEED ADDITIONAL SPACE TO LIST YOUR TRANSACTIONS, PLEASE PHOTOCOPY THIS PAGE, WRITE YOUR NAME, AND CHECK THIS BOX: PART III: TRANSACTIONS IN DEVRY EXCHANGE-TRADED CALL OPTIONS 1. HOLDINGS AS OF OPENING OF TRADING ON AUGUST 26, 2011 – State the total number of call option contracts held as of the opening of trading on August 26, 2011. (Must be documented.) If none, write "zero" or "0." _________________ Strike Price of Call Option Contract Number of Call Option Contracts Held Expiration Date of Call Option Contract (MM/DD/YY) $ / $ / $ / $ / 2. PURCHASES/ACQUISITIONS FROM AUGUST 26, 2011 THROUGH JANUARY 27, 2016 – Separately list each and every purchase/acquisition of call option contracts from after the opening of 2 Please note: Information requested with respect to your transactions in DeVry Equity Securities from after the opening of trading on January 28, 2016 through and including the close of trading on April 25, 2016 is needed in order to balance your claim; purchases during this period, however, are not eligible under the Settlement and will not be used for purposes of calculating your Recognized Claim pursuant to the Plan of Allocation. -5- Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 56 of 66 PageID #:2442 trading on August 26, 2011 through and including the close of trading on January 27, 2016. (Must be documented.) Date of Purchase (List Strike Number of Purchase Total Purchase Insert "E" Exercise Expiration Date of Call Chrono-logically) Price of Call Option Price Per Call Price if Date Option Contract (MM/DD/YY) Call Contracts Option (excluding Exercised. (MM/DD/YY) Option Purchased Contract taxes, Insert "X" (MM/DD/Y Contract commissions if Expired Y) and fees) / / $ $ $ / / / / / $ $ $ / / / / / $ $ $ / / / / / $ $ $ / / / 3. SALES FROM AUGUST 26, 2011 THROUGH APRIL 25, 2016 – Separately list each and every sale/disposition of the call option contracts listed in #2 above from after the opening of trading on August 26, 2011 through and including the close of trading on April 25, 2016. (Must be documented.) Date of Sale Strike Price of Number of Sale Price Per Total Sale Price Insert "A" if Expiration Date of Call (List Chrono-logically) Call Option Call Option Call Option (excluding Assigned. Option Contract (MM/DD/YY) Contract Contracts Contract taxes, Insert "X" if (MM/DD/YY) Sold commissions Expired and fees / / $ $ $ / / / $ $ $ / / / $ $ $ / / / $ $ $ / 4. HOLDINGS AS OF APRIL 25, 2016 – State the total number of call option contracts open after the close of trading on April 25, 2016. (Must be documented.) If none, write "zero" or "0." ________________ Strike Price of Call Option Contract Number of Call Option Contracts Held Expiration Date of Call Option Contract (MM/DD/YY) $ / $ / $ / IF YOU NEED ADDITIONAL SPACE TO LIST YOUR TRANSACTIONS YOU MUST PHOTOCOPY THIS PAGE AND CHECK THIS BOX -6- Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 57 of 66 PageID #:2442 PART IV: TRANSACTIONS IN DEVRY EXCHANGE-TRADED PUT OPTIONS 1. HOLDINGS AS OF OPENING OF TRADING ON AUGUST 26, 2011 – State the total number of put option contracts held as of the opening of trading on August 26, 2011. If none, write "0" or "Zero." (Must be documented.) Strike Price of Put Option Contract Number of Put Option Contracts Held Expiration Date of Put Option Contract (MM/DD/YY) $ / $ / $ / $ / 2. SALES (WRITING OF PUT OPTIONS) FROM AUGUST 26, 2011 THROUGH JANUARY 27, 2016 – Separately list each and every sale (writing) of put option contracts from after the opening of trading on August 26, 2011 through and including the close of trading on January 27, 2016. (Must be documented.) Date of Sale (Writing)(List Strike Number of Sale Price Total Sale Insert "E" if Expiration Date of Chronologically) Price of Put Option Per Put Price Exercised. Insert Put Option Contract Put Option Contracts Option (excluding "X" if Expired. (MM/DD/YY) (MM/DD/YY) Contract Sold Contract taxes, (Written) commissions and fees) / / $ $ $ / / / $ $ $ / / / $ $ $ / / / $ $ $ / 3. RE-PURCHASES FROM AUGUST 26, 2011 THROUGH APRIL 25, 2016 – Separately list each and every re-purchase of put option contracts listed in #2 above from after the opening of trading on August 26, 2011 through and including the close of trading on April 25, 2016. (Must be documented.) Date of Re-Purchase Strike Price Number of Put Purchase Total Purchase Price Expiration Date of (List Chrono-logically) of Put Option Price Per Put (excluding taxes, Put Option Contract (MM/DD/YY) Option Contracts Option commissions and fees) (MM/DD/YY) Contract Purchased Contract / / $ $ $ / / / $ $ $ / -7- Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 58 of 66 PageID #:2442 / / $ $ $ / / / $ $ $ / 4. HOLDINGS AS OF APRIL 25, 2016 – State the total number of put option contracts held as of the close of trading on April 25, 2016. (Must be documented.) If none, write "zero" or "0." ________________ Strike Price of Put Option Contract Number of Put Option Contracts Held Expiration Date of Put Option Contract (MM/DD/YY) $ / $ / $ / $ / IF YOU NEED ADDITIONAL SPACE TO LIST YOUR TRANSACTIONS YOU MUST PHOTOCOPY THIS PAGE AND CHECK THIS BOX -8- Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 59 of 66 PageID #:2442 PART III – SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGMENTS YOU MUST READ AND SIGN THE RELEASE BELOW. FAILURE TO SIGN MAY RESULT IN A DELAY IN PROCESSING OR THE REJECTION OF YOUR CLAIM. 1. I (We) submit this Proof of Claim and Release under the terms of the Stipulation of Settlement, dated ____________, 2019 described in the accompanying Notice, which I have read. I (We) also submit to the jurisdiction of the United States District Court for the Northern District of Illinois, with respect to my (our) claim as a Settlement Class Member and for purposes of enforcing the Releases provided for in the Settlement. 2. I (We) agree to furnish additional information to the Claims Administrator to support this claim (including transactions in other DeVry securities) if requested to do so. I (We) agree to be subject to discovery with respect to the validity and/or amount of my (our) claim and agree that no discovery shall be allowed on the merits of the Action or Settlement in connection with processing of my (our) claim. 3. I (We) consent to summary disposition by the Court, without any right of appeal or review by an appellate court, with respect to the validity and/or amount of, or any other dispute regarding, my (our) claim. 4. I (We) have not submitted any other claim in the Settlement covering the same purchases or sales of DeVry Equity Securities during the Settlement Class Period and know of no other person having done so on my (our) behalf. 5. I (We) acknowledge that I am (we are) members of the Settlement Class and bound by and subject to the terms of any judgment that may be entered in connection with the Settlement. I (We) hereby acknowledge full and complete satisfaction of, and do hereby fully, finally, and forever settle, release, and discharge from the Released Claims and the Releases each and all of the Released Defendant Parties, all as defined in the accompanying Notice and the Stipulation of Settlement (Sections I.B. and VI.A.). This release shall be of no force or effect unless and until the Court approves the Settlement and the Settlement becomes effective on the Effective Date (as defined in the Stipulation). 6. I (We) hereby warrant and represent that I (we) have not assigned or transferred or purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to this release or any other part or portion thereof. 7. I (We) hereby warrant and represent that I (we) have included the information requested about all of my (our) transactions in DeVry Equity Securities that are the subject of this claim, as well as the opening and closing positions in such securities held by me (us) on the -9- Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 60 of 66 PageID #:2442 dates requested in this Claim Form. 8. I (We) certify that I am (we are) not subject to backup withholding under the provisions of Section 3406(a)(1)(C) of the Internal Revenue Code. (Note: If you have been notified by the Internal Revenue Service that you are subject to backup withholding, please strike out the prior sentence.) I (We) declare under penalty of perjury under the laws of the United States of America that all of the foregoing information supplied on and with this Claim Form by the undersigned is true and correct. Executed this ______ day of _________________, in _______________, _________________. (Month / Year) (City) (State/Country) ___________________________________ ________________________________ Signature of Claimant Signature of Joint Claimant, if any ___________________________________ _________________________________ Print Name of Claimant Print Name of Joint Claimant, if any (Capacity of person(s) signing, e.g., Beneficial Purchaser, Executor or Administrator) ACCURATE CLAIMS PROCESSING TAKES A SIGNIFICANT AMOUNT OF TIME. THANK YOU FOR YOUR PATIENCE. Reminder Checklist: 1. Please sign the above release and 6. The Claims Administrator will acknowledgement. acknowledge receipt of your Claim Form by mail, within 60 days. Your claim is not 2. If this claim is being made on behalf of deemed submitted until you receive an Joint Claimants, then both must sign. acknowledgment postcard. If you do not 3. Remember to attach copies of receive an acknowledgment postcard within supporting documentation, if available. 60 days, please call the Claims 4. Do not send originals of certificates. Administrator toll free at (___) ___-____. 5. Keep a copy of your Claim Form and 7. If you move, please send your new address all supporting documentation for your to: records. Pension Trust Fund v. DeVry Education Group Claims Administrator c/o ____________ ______________ - 10 - Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 61 of 66 PageID #:2442 ________________ www.DeVrySecuritiesSettlement.com (____) ___-____ 8. Do not use red pen or highlighter on the Claim Form or supporting documentation. - 11 - Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 62 of 66 PageID #:2442 Exhibit A-3 Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 63 of 66 PageID #:2442 Exhibit A-3 UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION PENSION TRUST FUND FOR OPERATING ENGINEERS, Individually and on Behalf of All Case No. 1:16-CV-05198 Others Similarly Situated, Hon. Mary M. Rowland Plaintiff, v. DEVRY EDUCATION GROUP, INC., DANIEL HAMBURGER, RICHARD M. GUNST, PATRICK J. UNZICKER, AND TIMOTHY J. WIGGINS, Defendants. SUMMARY NOTICE OF PENDENCY OF CLASS ACTION, PROPOSED SETTLEMENT, AND MOTION FOR ATTORNEYS' FEES AND EXPENSES To: All persons and entities who purchased or otherwise acquired DeVry Education Group, Inc. publicly traded common stock and/or exchange-traded call options (and/or sold exchange-traded put options on such common stock) during the period from August 26, 2011 through January 27, 2016, inclusive, (the "Settlement Class Period") and were allegedly damaged thereby (the "Settlement Class"). YOU ARE HEREBY NOTIFIED, pursuant to Rule 23 of the Federal Rules of Civil Procedure and an Order of the United States District Court for the Northern District of Illinois, that Lead Plaintiff Utah Retirement Systems, on behalf of itself and the proposed Settlement Class, and Defendants Adtalem Global Education Inc. f/k/a DeVry Education Group, Inc., Daniel Hamburger, Richard M. Gunst, Patrick J. Unzicker, and Timothy J. Wiggins (collectively "Defendants"), have reached a proposed settlement of the above-captioned action (the "Action") in the amount of $27,500,000 that, if approved, will resolve the Action in its entirety (the "Settlement"). -1- Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 64 of 66 PageID #:2442 Exhibit A-3 A hearing will be held before the Honorable Mary M. Rowland of the United States District Court for the Northern District of Illinois, Everett McKinley Dirksen United States Courthouse, 219 S. Dearborn, Chicago, Illinois 60604, in Courtroom 1342, at __:___ ___.m. on ____________ __, 2019 (the "Final Approval Hearing") to, among other things, determine whether the Court should: (i) approve the proposed Settlement as fair, reasonable, and adequate; (ii) dismiss the Action with prejudice as provided in the Stipulation of Settlement, dated _______, 2019;1 (iii) approve the proposed Plan of Allocation for distribution of the Net Settlement Fund; and (iv) approve Lead Counsel's application for an award of Attorneys' Fees and Expenses. The Court may change the date of the Final Approval Hearing without providing another notice. You do NOT need to attend the Final Approval Hearing to receive a distribution from the Net Settlement Fund. IF YOU ARE A MEMBER OF THE SETTLEMENT CLASS, YOUR RIGHTS WILL BE AFFECTED BY THE PROPOSED SETTLEMENT AND YOU MAY BE ENTITLED TO A MONETARY PAYMENT. If you have not yet received a Notice of Pendency of Class Action, Proposed Settlement, and Motion for Attorneys' Fees and Expenses ("Notice") and Proof of Claim and Release form ("Claim Form"), you may obtain copies of these documents by visiting the website for the Settlement, www.DeVrySecuritiesSettlement.com, or by contacting the Claims Administrator at: Pension Trust Fund v. DeVry Education Group Claims Administrator c/o _______________ ____________________ (____) ____-_____ 1 All capitalized terms that are not defined have the same meaning as that set forth in the Stipulation of Settlement. -2- Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 65 of 66 PageID #:2442 Exhibit A-3 Inquiries, other than requests for the Notice/Claim Form or for information about the status of a claim, may also be made to Lead Counsel: Carol C. Villegas, Esq. LABATON SUCHAROW LLP 140 Broadway New York, NY 10005 www.labaton.com settlementquestions@labaton.com (888) 219-6877 If you are a Settlement Class Member, to be eligible to share in the distribution of the Net Settlement Fund, you must submit a Claim Form to the Claims Administrator that is postmarked or submitted electronically no later than ___________ __, 2019. If you are a Settlement Class Member and do not timely submit a valid Claim Form, you will not be eligible to share in the distribution of the Net Settlement Fund, but you will nevertheless be bound by all judgments or orders entered by the Court in the Action, whether favorable or unfavorable. If you are a Settlement Class Member and wish to exclude yourself from the Settlement Class, you must submit a written request for exclusion in accordance with the instructions set forth in the Notice such that it is received no later than _____________ __, 2019. If you properly exclude yourself from the Settlement Class, you will not be bound by any judgments or orders entered by the Court about the Settlement, whether favorable or unfavorable, and you will not be eligible to share in the distribution of the Net Settlement Fund. Any objections to the proposed Settlement, the proposed Plan of Allocation, and/or Lead Counsel's request for Attorneys' Fees and Expenses must be filed with the Court and mailed to counsel for the Parties in accordance with the instructions in the Notice, such that they are filed and received no later than ____________ __, 2019. PLEASE DO NOT CONTACT THE COURT, DEFENDANTS, OR DEFENDANTS' COUNSEL REGARDING THIS NOTICE -3- Case: 1:16-cv-05198 Document #: 144-1 Filed: 08/30/19 Page 66 of 66 PageID #:2442 Exhibit A-3 DATED: __________________, 2019 BY ORDER OF THE COURT UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF ILLINOIS -4-