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Filing Details

Accession Number:: 0000899243-16-034770
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-12-02 07:15:56
Reporting Period:: 2016-11-29

Filing Date:: 2016-12-02
Accepted Time:: 2016-12-02 07:15:56
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1459417	2U Inc.	TWOU	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1241953	M Robert Stavis	C/O 2U, Inc. 8201 Corporate Drive, Suite 900 Landover MD 20785		Yes	No	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2016-11-29	0	$0.00	0	No	4	S	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnote

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	111,908	Direct

Footnotes

On November 29, 2016, Bessemer Venture Partners VII, L.P. ("BVP VII") sold 2,318 shares of Common Stock of the Issuer (the "shares"), Bessemer Venture Partners VII Institutional L.P. ("BVP VII Inst") sold 1,013 shares, and BVP VII Special Opportunity Fund L.P. ("BVP VII SOF," and together with BVP VII and BVP VII Inst, the "Funds") sold 3,907 shares. The shares were sold in one execution at a price per share of $35.24.
After the reported transaction, none of the Funds owned any shares.
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 each 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 the 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.
The amount reported includes 12,331 restricted stock units, each of which represents a contingent right to receive one share of common stock of the issuer. The restricted stock units are held directly by the reporting person. 28,130 shares are held directly by the reporting person, 35,707 shares are held by Stavis Ventures II, LLC ("Stavis Ventures"), and the remaining 35,740 shares are held by Stavco Venture Holdings LLC ("Stavco Venture Holdings"). Stavis Ventures and Stavco Venture Holdings are controlled by the reporting person, and the reporting person disclaims beneficial ownership of the shares held by these entities, except to the extent of his pecuniary interest therein, if any.
Includes 19,585 shares, 24,860 shares and 24,218 shares received by the reporting person, Stavis Ventures and Stavco Venture Holdings, respectively, in distributions-in-kind by the Funds on November 22, 2016, which distributions were made in accordance with the exemptions afforded by Rules 16a-9 and 16a-13 of the Securities Exchange Act of 1934, as amended.