0001567619-22-010982.txt : 20220516 0001567619-22-010982.hdr.sgml : 20220516 20220516163445 ACCESSION NUMBER: 0001567619-22-010982 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220512 FILED AS OF DATE: 20220516 DATE AS OF CHANGE: 20220516 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nichols Victor K CENTRAL INDEX KEY: 0001614929 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34272 FILM NUMBER: 22929958 MAIL ADDRESS: STREET 1: 130 MERCHANT STREET CITY: HONOLULU STATE: HI ZIP: 96813 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Zovio Inc CENTRAL INDEX KEY: 0001305323 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 593551629 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1811 E NORTHROP BLVD CITY: CHANDLER STATE: AZ ZIP: 85286 BUSINESS PHONE: 858-668-2586 MAIL ADDRESS: STREET 1: 1811 E NORTHROP BLVD CITY: CHANDLER STATE: AZ ZIP: 85286 FORMER COMPANY: FORMER CONFORMED NAME: Bridgepoint Education Inc DATE OF NAME CHANGE: 20041006 4 1 doc1.xml FORM 4 X0306 4 2022-05-12 1 0001305323 Zovio Inc ZVO 0001614929 Nichols Victor K 1811 E. NORTHROP BLVD. CHANDLER AZ 85286 1 0 0 0 Common Stock 2022-05-12 4 M 0 44129 0.00 A 115930 D Restricted Stock Unit 2022-05-12 4 M 0 44129 0.00 D Common Stock 44129 0 D 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. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. 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. Exhibit 24 - Power of Attorney /s/ Matt Mitchell, as Attorney-in-Fact 2022-05-16 EX-24 2 poa_nichols.htm

POWER OF ATTORNEY

The undersigned, as a Section 16 reporting person of Zovio Inc (the “Company”), hereby constitutes and appoints Matt Mitchell, Kevin Royal and Tom Hornish the undersigned’s true and lawful attorneys-in-fact to:

1.

complete and execute Forms 3, 4 and 5 and other forms and all amendments thereto as such attorneys-in-fact shall in their discretion determine to be required or advisable pursuant to Section 16 of the Securities Exchange Act of 1934 (as amended) and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned’s ownership, acquisition or disposition of securities of the Company; and

2.

do all acts necessary in order to file such forms with the Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorneys-in-fact shall deem appropriate.

The undersigned hereby ratifies and confirms all that said attorneys‑in-fact and agent shall do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 (as amended).

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of April 2022.

Signature: /s/ Victor K. Nichols

Print Name: Victor K. Nichols