UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~November~~December 1231, 2015

McGraw-Hill Global Education Intermediate Holdings, LLC

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)




333-193697-01		80-0899362
(Commission File Number)		(IRS Employer Identification No.)




2 Penn Plaza New York, NY		10121
(Address of Principal Executive Offices)		(Zip Code)

(646) 766-2626

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


□	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


□	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


□	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


□	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 75.0102 ~~Regulation~~Departure FDof ~~Disclosure~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Attached~~Teresa Martin-Retortillo ceased to be an executive officer of McGraw-Hill Education, Inc. (“MHEI”) as ~~Exhibit~~of 99December 31, 2015.1 ~~hereto~~She ~~are~~had ~~presentation~~been ~~materials~~Senior ~~released~~Vice byPresident, Strategy and Business Development. Ms. Martin-Retortillo will continue serving MHEI in an advisory capacity. MHEI is the indirect parent of McGraw-Hill Global Education Intermediate Holdings, LLC (the “Company”). onThe ~~November~~board ~~12,~~of ~~2015~~directors ~~relating~~and tomanagement ~~the~~of ~~Company’s~~MHEI ~~results~~manage ~~for~~ the ~~fiscal~~general ~~quarter~~course ~~ended~~of ~~September~~the ~~30,~~Company’s ~~2015~~affairs and business.

The information set forth in Item 7.01 hereto and in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) - Exhibits

The following exhibits are being furnished with this Current Report on Form 8-K.

Exhibit No. Description

99.1 Presentation materials released by McGraw-Hill Global Education Intermediate Holdings, LLC (the “Company”) on November 12, 2015 relating to the Company’s results for the fiscal quarter ended September 30, 2015

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.




	McGraw-Hill Global Education Intermediate Holdings, LLC
	By:	/s/ David Stafford
		Name: David Stafford
		Title: Senior Vice President and General Counsel

Dated: ~~November~~December 1231, 2015

EXHIBIT INDEX

Exhibit No. Description

Filing Compare · McGraw-Hill Global Education Intermediate Holdings, LLC