McGraw-Hill Global Education Intermediate 15-15D Suspension of duty to report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number:   333-193697-01

McGraw-Hill Global Education Intermediate Holdings, LLC

(Exact name of registrant as specified in its charter)

2 Penn Plaza

New York, NY

(646) 766-2626

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive officers)

9.75% First-Priority Senior Secured Notes due 2021

(Title of each class of securities covered by this Form)

None

(Titles of all other classes of securities for which

a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)	☐
Rule 12g-4(a)(2)	☐
Rule 12h-3(b)(1)(i)	☒
Rule 12h-3(b)(1)(ii)	☐
Rule 15d-6	☐

Approximate number of holders of record as of the certification or notice date: 50

Pursuant to the requirements of the Securities Exchange Act of 1934, McGraw-Hill Global Education Intermediate Holdings, LLC has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date: May 5, 2016	By:	/s/ David Stafford
	Name:	David Stafford
	Title:	Senior Vice President and General Counsel