SEC Form 4 · accession 0000899243-16-015922
2U, Inc. · TWOU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
REDPOINT VENTURES III LP
10% Owner
Redpoint Ventures III, LLC
10% Owner
Redpoint Associates III, LLC
10% Owner
Period of report
Mar 10, 2016
Accepted (ET)
Mar 14, 2016 · 6:25 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,F5 | Mar 10, 2016 | J | 1,000,000 | $0.00 | D | 4,213,598 | I | By Redpoint Ventures III, L.P. |
| Common StockF2,F5 | Mar 10, 2016 | J | 38,961 | $0.00 | D | 164,165 | I | By Redpoint Associates III, LLC |
| Common StockF5 | Mar 10, 2016 | J | 307,000 | $0.00 | A | 307,000 | I | By Redpoint Ventures III, LLC |
| Common StockF5 | Mar 10, 2016 | J | 307,000 | $0.00 | D | 0 | I | By Redpoint Ventures III, LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Redpoint Ventures III, L.P. ("RV III LP") effected following the close of the trading market on March 10, 2016 without consideration to its limited partners and its general partner, Redpoint Ventures III, LLC ("RV III LLC").
- F2Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Redpoint Associates III, LLC ("RA III") effected following the close of the trading market on March 10, 2016 without consideration to its members.
- F3Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer by RV III LP described in footnote 1.
- F4Represents a pro-rata in-kind distribution of Common Stock of the Issuer by RV III LLC effected following the close of the trading market on March 10, 2016 without consideration to its members.
- F5RV III LLC serves as the general partner of RV III LP. RV III LLC and RA III are under common control. As such, RV III LLC has sole voting and investment control over the shares owned by RV III LP, and may be deemed to beneficially own the shares held by RA III and RV III LP. RV III LLC disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein.