Zovio (ZVOI) Form 4 Zovio / Victor K Nichols ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Nichols Victor K

(Last) (First) (Middle)

1811 E. NORTHROP BLVD.

(Street)

CHANDLER AZ 85286

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Zovio Inc [ ZVO ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2022

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/12/2022		M		44,129	A	$0.00(1)	115,930	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(2)	05/12/2022		M			44,129	(3)	(3)	Common Stock	44,129	$0.00	0	D

Explanation of Responses:

1. On May 12, 2022, 44,129 of the reporting person's restricted stock units were settled for an equal number of shares of the issuer's common stock.

2. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.

3. Subject to the reporting person's continuing service, 100% of the restricted stock units ("RSUs") shall vest on March 29, 2023. If the reporting person ceases to provide service for any reason other than Cause (as defined in the issuer's Amended and Restated 2009 Stock Incentive Plan, as amended) prior to March 29, 2023, then the RSUs vested shall be determined by multiplying the total number of RSUs granted (122,024 RSUs) by the Pro-Ration Fraction (rounding down to the nearest whole share). "Pro-Ration Fraction" shall mean a fraction: (a) the numerator of which is the number of days that have elapsed between the January 1, 2022 through the date on which the reporting person ceases to provide service, for any reason other than Cause, and (b) the denominator of which is 365.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Matt Mitchell, as Attorney-in-Fact	05/16/2022
	** 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 4 (b)(v).
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