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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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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol 2U, Inc. [ TWOU ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 05/18/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 05/18/2017 | M | 7,389 | A | $12.94 | 23,454 | D | |||
Common Stock | 05/18/2017 | S | 7,389 | D | $39.71 | 16,065 | D | |||
Common Stock | 05/18/2017 | M | 1,652 | A | $23.07 | 17,717 | D | |||
Common Stock | 05/18/2017 | S | 1,652 | D | $39.71 | 16,065 | D | |||
Common Stock | 05/18/2017 | M | 2,698 | A | $25.52 | 18,763 | D | |||
Common Stock | 05/18/2017 | S | 2,698 | D | $39.71 | 16,065 | D | |||
Common Stock | 05/18/2017 | S | 11,557 | D | $39.71 | 4,508 | D | |||
Common Stock | 0(1)(3) | I | By Redpoint Ventures III, L.P.(1)(3)(4) | |||||||
Common Stock | 0(2)(3) | I | By Redpoint Associates III, LLC(2)(3)(4) | |||||||
Common Stock | 90,330(1)(2)(3) | I | By Family Trust(5) | |||||||
Common Stock | 16,827(1)(2)(3) | I | By Partnership(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Employee Stock Option (right to buy) | $12.94 | 05/18/2017 | M | 7,389 | (7) | 04/11/2024 | Common Stock | 7,389 | $0 | 0 | D | ||||
Employee Stock Option (right to buy) | $25.52 | 05/18/2017 | M | 2,698 | (8) | 04/01/2025 | Common Stock | 2,698 | $0 | 1,350 | D | ||||
Employee Stock Option (right to buy) | $23.07 | 05/18/2017 | M | 1,652 | (9) | 04/01/2026 | Common Stock | 1,652 | $0 | 3,305 | D |
Explanation of Responses: |
1. Effective May 9, 2017, Redpoint Ventures III, L.P. effected a pro rata distribution in kind of all remaining shares of the Issuer's common stock that it held to its limited partners and its general partner, Redpoint Ventures III, LLC ("RV III LLC"), for no additional consideration. Immediately following the distribution, RV III LLC effected a pro rata distribution in kind of the shares that it received in the distribution to its members for no additional consideration. |
2. Effective May 9, 2017, Redpoint Associates III, LLC ("RA III") effected a pro rata distribution in kind of all remaining shares of the Issuer's common stock that it held to its members for no additional consideration. |
3. With respect to the Reporting Person, each of the distributions in footnotes 1 and 2 of this Form 4 constituted a change in form of ownership from one form of indirect holding to another, which was not required to be reported pursuant to Section 16. The number of shares reported herein as beneficially owned following the reported transactions gives effect to these distributions. |
4. RV III LLC serves as the general partner of RV III LP. RV III LLC and RA III are under common control. The Reporting Person is a manager of RV III LLC and a manager of RA III. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein. |
5. The shares are held by Haley-McGourty Family Trust U/D/T 9/27/96 ("Family Trust"). The Reporting Person is a trustee of the Family Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Family Trust except to the extent of his proportionate pecuniary interest therein. |
6. The shares are held by Haley-McGourty Partners (the "Partnership"). The Reporting Person is a general partner of the Partnership. The Reporting Person disclaims beneficial ownership of the shares held by the Partnership except to the extent of his proportionate pecuniary interest therein. |
7. The shares underlying this option are fully vested. |
8. The option award will vest as to one-third of the underlying shares on each of April 1, 2016, 2017 and 2018, subject to the reporting person's continued service with the issuer as of the applicable vesting date. |
9. The option award will vest as to one-third of the underlying shares on each of April 1, 2017, 2018 and 2019, subject to the reporting person's continued service with the issuer as of the applicable vesting date. |
/s/ Matthew J. Norden, attorney-in-fact | 05/22/2017 | |
** 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). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |