SEC Form 4 · accession 0000899243-15-002997
2U, Inc. · TWOU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert M Stavis
Director
Period of report
Aug 10, 2015
Accepted (ET)
Aug 12, 2015 · 7:30 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001459417
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Aug 10, 2015 | S$0 | 0 | $0.00 | D | 8,734 | D | |
| Common StockF1,F4,F2,F3 | Aug 11, 2015 | S$0 | 0 | $0.00 | D | 8,734 | D | |
| Common StockF1,F5,F2,F3 | Aug 12, 2015 | S$0 | 0 | $0.00 | D | 8,734 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On 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.
- F2Represents 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.
- F3The 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.
- F4On 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.
- F5On 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.