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Share Name Share Symbol Market Type
Zovio Inc NASDAQ:ZVO NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -0.10 -3.04% 3.19 3.18 3.31 3.80 3.13 3.27 995,095 00:31:23

Statement of Changes in Beneficial Ownership (4)

02/06/2020 9:20pm

Edgar (US Regulatory)


FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ROYAL KEVIN
2. Issuer Name and Ticker or Trading Symbol

Zovio Inc [ ZVO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
EVP, Chief Financial Officer
(Last)          (First)          (Middle)

1811 E NORTHROP BLVD
3. Date of Earliest Transaction (MM/DD/YYYY)

6/1/2020
(Street)

CHANDLER, AZ 85286
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 6/1/2020  M  10020 A$0.00 (1)74554 D  
Common Stock 6/1/2020  F  3465 D$2.80 71089 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit  (2)6/1/2020  M     10020   (3) (3)Common Stock 10020 $0.00 20040 D  

Explanation of Responses:
(1) On May 31, 2020, 10,020 of the reporting person's restricted stock units vested. 10,020 of the reporting person's restricted stock units were settled for an equal number of shares of the issuer's common stock on June 1, 2020, the first business day following the closing price of the issuer's common stock on May 29, 2020, which was the settlement price used to calculate the shares withheld.
(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, the restricted stock units vest as follows: (i) 25% of the restricted stock units vest on the first anniversary of the vesting commencement date, and (ii) an additional 25% of the restricted stock units shall vest on each subsequent anniversary of the vesting commencement date. The vesting commencement date for the restricted stock units is May 31, 2018.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
ROYAL KEVIN
1811 E NORTHROP BLVD
CHANDLER, AZ 85286


EVP, Chief Financial Officer

Signatures
/s/ Diane L. Thompson, as Attorney-in-Fact6/2/2020
**Signature of Reporting PersonDate

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