Adtalem Global Education (ATGE) Form 3 Adtalem Global Education / Michael O Randolfi ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Randolfi Michael O

(Last) (First) (Middle)

500 W. MONROE STREET

28TH FLOOR

(Street)

CHICAGO IL 60661

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/26/2019

3. Issuer Name and Ticker or Trading Symbol
Adtalem Global Education Inc. [ ATGE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	40,330(1)	D
Common Stock	5,760(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	08/28/2020(3)	08/28/2029	Common Stock	26,950	43.39	D

Explanation of Responses:

1. Consists of restricted stock units which convert into a share of common stock on a one-for-one basis. The restricted stock vests in three annual installments: 40% on August 28, 2020, 40% on August 28, 2021 and 20% on August 28, 2022.

2. Consists of restricted stock units which convert into a share of common stock on a one-for-one basis. The restricted stock units vest in four equal annual installments beginning on August 28, 2020.

3. The option vests in four equal annual installments beginning on August 28, 2020.

	Izabela Gorska Komaniecki for Michael Randolfi	08/30/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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