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Filing Details

Accession Number:: 0001179110-17-007798
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-05-22 19:37:30
Reporting Period:: 2017-05-18

Filing Date:: 2017-05-22
Accepted Time:: 2017-05-22 19:37:30
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
1201583	M Timothy Haley	C/O 2U, Inc. 7900 Harkins Road Lanham MD 20706		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2017-05-18	7,389	$12.94	23,454	No	4	M	Direct
Common Stock	Disposition	2017-05-18	7,389	$39.71	16,065	No	4	S	Direct
Common Stock	Acquisiton	2017-05-18	1,652	$23.07	17,717	No	4	M	Direct
Common Stock	Disposition	2017-05-18	1,652	$39.71	16,065	No	4	S	Direct
Common Stock	Acquisiton	2017-05-18	2,698	$25.52	18,763	No	4	M	Direct
Common Stock	Disposition	2017-05-18	2,698	$39.71	16,065	No	4	S	Direct
Common Stock	Disposition	2017-05-18	11,557	$39.71	4,508	No	4	S	Direct

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

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Employee Stock Option (right to buy)	Disposition	2017-05-18	7,389	$0.00	7,389	$12.94
Common Stock	Employee Stock Option (right to buy)	Disposition	2017-05-18	2,698	$0.00	2,698	$25.52
Common Stock	Employee Stock Option (right to buy)	Disposition	2017-05-18	1,652	$0.00	1,652	$23.07

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2024-04-11	No	4	M	Direct
1,350	2025-04-01	No	4	M	Direct
3,305	2026-04-01	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	0	Indirect	By Redpoint Ventures III, L.P.
Common Stock	0	Indirect	By Redpoint Associates III, LLC
Common Stock	90,330	Indirect	By Family Trust
Common Stock	16,827	Indirect	By Partnership

Footnotes

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.
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.
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.
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.
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.
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.
The shares underlying this option are fully vested.
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.
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.