SEC Form 4 · accession 0001104659-15-000432
2U, Inc. · TWOU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edward S. Macias
Director
Period of report
Jan 1, 2015
Accepted (ET)
Jan 5, 2015 · 9:15 pm EST
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 | Jan 1, 2015 | A | 512 | $19.66 | A | 3,732 | D | |
| Common StockF1,F4 | Jan 1, 2015 | A | 1,024 | $0.00 | A | 4,756 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F5 | $19.66 | Jan 1, 2015 | A | 2,124 | A | — | Jan 1, 2025 | Common Stock | 2,124 | 2,124 | D |
Explanation of responses
- F1The security represents restricted stock units granted to the reporting person. Each restricted stock unit represents a contingent right to receive one share of common stock of the issuer.
- F2The shares underlying this restricted stock unit award will vest in full on November 1, 2015, subject to the reporting person's continued service as a director of the issuer as of that date.
- F3The restricted stock units were issued to the reporting person in lieu of annual director retainer fees of $25,000, prorated to $10,068 for the portion of the year the reporting person will serve as a director of the issuer.
- F4The restricted stock unit award will vest as to one-third of the underlying shares on each of November 1, 2015, 2016 and 2017, subject to the reporting person's continued service as a director of the issuer as of the applicable vesting date.
- F5The option award will vest as to one-third of the underlying shares on each of November 1, 2015, 2016 and 2017, subject to the reporting person's continued service as a director of the issuer as of the applicable vesting date.