SEC Form 4 · accession 0001104659-15-003372

2U, Inc. · TWOU

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Robert Cohen

Officer — President & COO

Period of report

Jan 15, 2015

Accepted (ET)

Jan 20, 2015 · 4:30 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 Stock^F2	Jan 15, 2015	S	976	$17.50	D	342,992	D
Common Stock^F4,F5	Jan 15, 2015	S	1,036	$17.50	D	298,964	I	By Robert L. Cohen 2012 Irrevocable Trust
Common Stock	Jan 15, 2015	M	5,349	$1.82	A	348,341	D
Common Stock	Jan 15, 2015	M	21,361	$3.08	A	369,702	D
Common Stock	Jan 16, 2015	S	6,274	$17.50	D	363,428	D
Common Stock^F5	Jan 16, 2015	S	6,214	$17.50	D	292,750	I	By Robert L. Cohen 2012 Irrevocable Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (right to buy)^F6	$1.82	Jan 15, 2015	M	5,349	D	—	Jun 8, 2020	Common Stock	5,349	12,657	D
Employee Stock Option (right to buy)^F7	$3.08	Jan 15, 2015	M	21,361	D	—	Feb 13, 2022	Common Stock	21,361	159,659	D

Explanation of responses

F1These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 9, 2014.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.50 to $17.54, inclusive. The reporting person undertakes to provide to 2U, Inc., any security holder of 2U, Inc., 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 ranges set forth in footnote (2) to this Form 4.
F3These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the Robert L. Cohen 2012 Irrevocable Trust on December 9, 2014.
F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.50 to $17.51, inclusive. The reporting person undertakes to provide to 2U, Inc., any security holder of 2U, Inc., 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 ranges set forth in footnote (4) to this Form 4.
F5These shares are held in a trust for the benefit of the reporting person's spouse and children. The reporting person's spouse is the trustee of the trust. The reporting person disclaims beneficial ownership of these securities.
F6The shares underlying this option are fully vested.
F725% of the shares underlying this option vested on January 1, 2013 and the remaining shares vest in 36 equal monthly installments thereafter, subject to the reporting person's continued service with the issuer as of the applicable vesting date.