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    SEC Form SC 13G/A filed by Zovio Inc. (Amendment)

    2/9/22 5:02:37 PM ET
    $ZVO
    Other Consumer Services
    Consumer Discretionary
    Get the next $ZVO alert in real time by email
    SC 13G/A 1 form_sc13ga-zovio.htm


    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, D.C. 20549
    SCHEDULE 13G
    (Amendment No.  2)
    (Rule 13d-102)
    INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
    RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
    PURSUANT TO RULE 13d-2(b)
    Zovio Inc
    (Name of Issuer)
    Common Stock, par value $0.01 per share
    (Title of Class of Securities)
    98979V102
    (CUSIP Number)
    December 31, 2021
    (Date of Event Which Requires Filing of this Statement)
    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
    ☒ Rule 13d-1(b)
    ☒ Rule 13d-1(c)
    ☐ Rule 13d-1(d)



    CUSIP No.  98979V102
     
     
     
     
     
      1 
     
    NAME OF REPORTING PERSONS
     
    Prescott Group Capital Management, L.L.C.
      2
     
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)  ☐        (b)  ☐
     
      3
     
    SEC USE ONLY
     
      4
     
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
    State of Oklahoma
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH
     
      
      5
      
    SOLE VOTING POWER
     
    150,200
      
      6
      
    SHARED VOTING POWER
     
    0
      
      7
      
    SOLE DISPOSITIVE POWER
     
    150,200
      
      8
      
    SHARED DISPOSITIVE POWER
     
    0
    9
     
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    150,200
    10
     
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
     
    ☐
    11
     
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
     
    0.45%**
    12
     
    TYPE OF REPORTING PERSON*
     
    IA

    *
    SEE INSTRUCTIONS BEFORE FILLING OUT
    **
    SEE ITEM 4.
     



    CUSIP No. 98979V102
      
     
      
     
     
      1 
     
    NAME OF REPORTING PERSONS
     
    Prescott Group Aggressive Small Cap, L.P.
      2
     
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)  ☐        (b)  ☐
     
      3
     
    SEC USE ONLY
     
      4
     
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
    State of Oklahoma
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH
     
      
      5
      
    SOLE VOTING POWER
     
    0
      
      6
      
    SHARED VOTING POWER
     
    150,200
      
      7
      
    SOLE DISPOSITIVE POWER
     
    0
      
      8
      
    SHARED DISPOSITIVE POWER
     
    150,200
    9
     
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    150,200 
    10
     
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
     
    ☐
    11
     
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
     
    0.45%**
    12
     
    TYPE OF REPORTING PERSON*
     
    PN

    *
    SEE INSTRUCTIONS BEFORE FILLING OUT
    **
    SEE ITEM 4.
     



    CUSIP No. 98979V102
      
     
      
     
     
      1 
     
    NAME OF REPORTING PERSONS
     
    Prescott Group Aggressive Small Cap II, L.P.
      2
     
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)  ☐        (b)  ☐
     
      3
     
    SEC USE ONLY
     
      4
     
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
    State of Oklahoma
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH
     
      
      5
      
    SOLE VOTING POWER
     
    0
      
      6
      
    SHARED VOTING POWER
     
    150,200
      
      7
      
    SOLE DISPOSITIVE POWER
     
    0
      
      8
      
    SHARED DISPOSITIVE POWER
     
    150,200
    9
     
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    150,200
    10
     
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
     
    ☐
    11
     
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
     
    0.45%**
    12
     
    TYPE OF REPORTING PERSON*
     
    PN

    *
    SEE INSTRUCTIONS BEFORE FILLING OUT
    **
    SEE ITEM 4.



    CUSIP No. 98979V102
      
     
      
     
     
      1 
     
    NAME OF REPORTING PERSONS
     
    Prescott Group Aggressive Small Cap Master Fund, G.P.
      2
     
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)  ☐        (b)  ☐
     
      3
     
    SEC USE ONLY
     
      4
     
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
    State of Oklahoma
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH
     
      
      5
      
    SOLE VOTING POWER
     
    0
      
      6
      
    SHARED VOTING POWER
     
    150,200
      
      7
      
    SOLE DISPOSITIVE POWER
     
    0
      
      8
      
    SHARED DISPOSITIVE POWER
     
    150,200
    9
     
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    150,200
    10
     
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
     
    ☐
    11
     
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
     
    0.45%**
    12
     
    TYPE OF REPORTING PERSON*
     
    PN

    *
    SEE INSTRUCTIONS BEFORE FILLING OUT
    **
    SEE ITEM 4.




    CUSIP No. 98979V102
      
     
      
     
     
      1 
     
    NAME OF REPORTING PERSONS
     
    Phil Frohlich
      2
     
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    (a)  ☐        (b)  ☐
     
      3
     
    SEC USE ONLY
     
      4
     
    CITIZENSHIP OR PLACE OF ORGANIZATION
     
    U.S. Citizen
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH
     
      
      5
      
    SOLE VOTING POWER
     
    150,200
      
      6
      
    SHARED VOTING POWER
     
    0
      
      7
      
    SOLE DISPOSITIVE POWER
     
    150,200
      
      8
      
    SHARED DISPOSITIVE POWER
     
    0
    9
     
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    150,200
    10
     
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
     
    ☐
    11
     
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
     
    0.45%**
    12
     
    TYPE OF REPORTING PERSON*
     
    IN, HC

    *
    SEE INSTRUCTIONS BEFORE FILLING OUT
    **
    SEE ITEM 4.
     


    AMENDMENT NO. 2 TO SCHEDULE 13G
    This Amendment No. 2 (this “Amendment”) to Schedule 13G (the “Schedule 13G”) is being filed on behalf of Prescott Group Capital Management, L.L.C., an Oklahoma limited liability company (“Prescott Capital”), Prescott Group Aggressive Small Cap, L.P., an Oklahoma limited partnership (“Prescott Small Cap”), Prescott Group Aggressive Small Cap II, L.P., an Oklahoma limited partnership (“Prescott Small Cap II”, and, together with Prescott Small Cap, the “Small Cap Funds”), Prescott Group Aggressive Small Cap Master Fund, G.P., an Oklahoma general partnership (“Master Fund”) and Mr. Phil Frohlich, the principal of Prescott Capital, relating to Common Stock, par value $0.01 per share (the “Common Stock”), of Zovio Inc, a Delaware corporation (the “Issuer”).
    This Amendment relates to shares of Common Stock of the Issuer held in the account of the Master Fund, of which the Small Cap Funds are general partners. Prescott Capital serves as the general partner and investment manager of the Small Cap Funds and may direct the Small Cap Funds, the general partners of the Master Fund, to direct the vote and disposition of the 150,200 shares of Common Stock held by the Master Fund. As the principal of Prescott Capital, Mr. Frohlich may direct the vote and disposition of the 150,200 shares of Common Stock held by the Master.
     
    Item 1(a)
         Name of Issuer.
    Zovio Inc (the “Issuer”)
     
    Item 1(b)
         Address of Issuer’s Principal Executive Offices.
    1811 E. Northrop Blvd.
    Chandler, Arizona 85286

    Item 2(a)
         Name of Person Filing.
    Prescott Group Capital Management, L.L.C. (“Prescott Capital”), Prescott Group Aggressive Small Cap, L.P. (“Prescott Small Cap”), Prescott Group Aggressive Small Cap II, L.P. (“Prescott Small Cap II” and, together with Prescott Small Cap, the “Small Cap Funds”), Prescott Group Aggressive Small Cap Master Fund, G.P. (“Master Fund”) and Mr. Phil Frohlich.

    Item 2(b)
         Address of Principal Business Office, or, if none, Residence.
    1924 South Utica, Suite 1120
    Tulsa, Oklahoma 74104
     
    Item 2(c)
          Citizenship or Place of Organization.

    Prescott Capital is an Oklahoma limited liability company. The Small Cap Funds are Oklahoma limited partnerships. The Master Fund is an Oklahoma general partnership.  Mr. Phil Frohlich is the principal of Prescott Capital and is a U.S. citizen.


    Item 2(d)
         Title of Class of Securities.
    Common Stock, par value $0.01 per share (the “Common Stock”).

    Item 2(e)
           CUSIP Number.
    98979V102
     
    Item 3
         Reporting Person.
    If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
     
     
     
     
     
     
     
     
     
                
     
    (a)
     
    ☐
      
    Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
     
     
     
     
     
     
     
     
    (b)
     
    ☐
      
    Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
     
     
     
     
     
     
     
     
    (c)
     
    ☐
      
    Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
     
     
     
     
     
     
     
     
    (d)
     
    ☐
      
    Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
     
     
     
     
     
     
     
     
    (e)
     
    ☒
      
    An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
     
     
     
     
     
     
     
     
    (f)
     
    ☐
      
    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
     
     
     
     
     
     
     
     
    (g)
     
    ☒
      
    A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
     
     
     
     
     
     
     
     
    (h)
     
    ☐
      
    A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
     
     
     
     
     
     
     
     
    (i)
     
    ☐
      
    A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
     
     
     
     
     
     
     
     
    (j)
     
    ☐
      
    A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
     
     
     
     
     
     
     
     
     
     
     
    (k)
     
    ☐
     
    Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____.
     
     


    Item 4
         Ownership.

     
    (a)
    Each of Prescott Capital, the Small Cap Funds, the Master Fund and Mr. Phil Frohlich are the beneficial owners of 150,200 shares of Common Stock.
     
     
    (b)
    Each of Prescott Capital, the Small Cap Funds, the Master Fund and Mr. Phil Frohlich are the beneficial owners of 0.45% of the outstanding shares of Common Stock. This percentage is determined by dividing 150,200 by 33,459,695, the number of shares of Common Stock outstanding as of October 21, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 27, 2021.
     
     
    (c)
    Prescott Capital, as the general partner and investment manager of the Small Cap Funds, the general partners of the Master Fund, may direct the Small Cap Funds to direct the voting and disposition of the 150,200 shares of Common Stock held by the Master Fund. As the principal of Prescott Capital, Mr. Phil Frohlich may direct the voting and disposition of the 150,200 shares of Common Stock held by the Master Fund.
     
    Item 5
         Ownership of Five Percent or Less of a Class.
    Each Reporting Person is filing this statement to report the fact that as of the date hereof such Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities. [X]
     
    Item 6
         Ownership of More Than Five Percent on Behalf of Another Person.
    Inapplicable.
     
    Item 7
         Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
    Inapplicable.
     
    Item 8
         Identification and Classification of Members of the Group.
    Inapplicable.
     
    Item 9
         Notice of Dissolution of Group.
    Inapplicable.
     
    Item 10
        Certification.
    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

    SIGNATURE
    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
    Date: February 9, 2022
     
    Prescott Group Capital Management, L.L.C.
     
     
    By:
     
    /s/ Phil Frohlich
     
     
    PHIL FROHLICH, Managing Member
     
    Prescott Group Aggressive Small Cap, L.P.
     
     
    By:
     
    Prescott Group Capital Management, L.L.C.,
    its general partner
     
     
    By:
     
    /s/ Phil Frohlich
     
     
    PHIL FROHLICH, Managing Member
     
    Prescott Group Aggressive Small Cap II, L.P.
     
     
    By:
     
    Prescott Group Capital Management, L.L.C.,
    its general partner
     
     
     
    By:
     
    /s/ Phil Frohlich
     
     
    PHIL FROHLICH, Managing Member
     
    Prescott Group Aggressive Small Cap Master Fund, G.P.
     
     
    By:
     
    Prescott Group Aggressive Small Cap, L.P.,
    general partner
     
     
     
    By:
     
    Prescott Group Aggressive Small Cap II, L.P.,
    general partner
     
     
     
    By:
     
    Prescott Group Capital Management, L.L.C.,
    general partner
     
     
     
    By:
     
    /s/ Phil Frohlich
     
     
    PHIL FROHLICH, Managing Member
     
     
     
     
     
    /s/ Phil Frohlich
     
     
    Phil Frohlich



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