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Filing Details

Accession Number:: 0000899243-15-002997
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-08-12 19:30:18
Reporting Period:: 2015-08-10

Filing Date:: 2015-08-12
Accepted Time:: 2015-08-12 19:30:18
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1459417	2U Inc.	TWOU	Services-Prepackaged Software (7372)	262335939

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1241953	M Robert Stavis	C/O Bessemer Venture Partners 1865 Palmer Avenue, Suite 104 Larchmont NY 10538		Yes	No	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Disposition	2015-08-10	$0.00	8,734	No	4	S	Direct
Common Stock	Disposition	2015-08-11	$0.00	8,734	No	4	S	Direct
Common Stock	Disposition	2015-08-12	$0.00	8,734	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct

Footnotes

On August 10, 2015, Bessemer Venture Partners VII, L.P. ("BVP VII") sold 32,000 shares of Common Stock of the Issuer (the "shares"), Bessemer Venture Partners VII Institutional L.P. ("BVP VII Inst") sold 14,000 shares, and BVP VII Special Opportunity Fund L.P. ("BVP VII SOF," and together with BVP VII and BVP VII Inst, the "Funds") sold 54,000 shares at the weighted average sale price of $37.63930. After the sales, BVP VII owned 685,286 shares, BVP VII Inst owned 299,812 shares, and BVP VII SOF owned 1,156,422 shares. These shares were sold in multiple transactions at prices ranging from $37.1200 to $38.4550. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Represents restricted stock units held directly by the reporting person. Each restricted stock unit represents a contingent right to receive one share of common stock of the issuer.
The reporting person is a director of Deer VII & Co. Ltd, which is the general partner of Deer VII & Co. L.P., which is the general partner of the Funds. The reporting person disclaims beneficial ownership of the securities held by the Funds, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer VII & Co. Ltd., his interest in Deer VII & Co. L.P. and his indirect limited partnership interest in the Funds. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities.
On August 11, 2015, BVP VII sold 17,108 shares, BVP VII Inst sold 7,485 shares, and BVP VII SOF sold 28,870 shares at the weighted average sale price of $37.29740. After the sales, BVP VII owned 668,178 shares, BVP VII Inst owned 292,327 shares, and BVP VII SOF owned 1,127,552 shares. These shares were sold in multiple transactions at prices ranging from $37.0000 to $37.7100. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
On August 12, 2015, BVP VII sold 65,600 shares, BVP VII Inst sold 28,700 shares, and BVP VII SOF sold 110,700 shares at the weighted average sale price of $ $37.00162. After the sales, BVP VII owned 602,578 shares, BVP VII Inst owned 263,627 shares, and BVP VII SOF owned 1,016,852 shares. These shares were sold in multiple transactions at prices ranging from $37.0000 to $ $37.3200. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.