Andrew Middleton, Charmaine Myers and Graham Holden This presentation introduces the Venture Matrix scheme at Sheffield Hallam University, which has proven the value of developing applied learning methods in co-operation with schools and local businesses for over 10 years. Its central role is to develop real-world experience in the curriculum by introducing course leaders to civic ‘clients’ from schools and businesses in the region who can provide student groups with project briefs. Students address problems that matter by applying and developing their disciplinary knowledge and capabilities. It facilitates boundary crossing in which learning happens through a facilitation of mutually beneficial relationships. The Venture Matrix establishes a Third Space (Gutiérrez et al., 1999) by developing strong ties between civic partners and university students. Business ‘clients’ set learning problems for university students; students develop solutions; school pupils use the outcomes of student work. Each brings contextual factors that contribute to a rich immersive experience. We describe how this enhances learning and the development of student identities, and how it has inspired a large-scale integrated co-operative education model supporting student transition and success. Our question for participants is "Who owns learning the civic Third Space as the pupil becomes student and as the student becomes employer?" Reference Gutiérrez, K. D., Baquedano‐López, P., & Tejeda, C. (1999). Rethinking diversity: hybridity and hybrid language practices in the third space, Mind, Culture, and Activity, 6(4), 286-303, DOI: 10.1080/10749039909524733