SEC Form 4 · accession 0001104659-15-009550

2U, Inc. · TWOU

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

Reporting owner

Officer — Chief Marketing Officer

Period of report

Feb 11, 2015

Accepted (ET)

Feb 12, 2015 · 5:01 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	Feb 11, 2015	M	6,800	$2.86	A	31,381	D
Common Stock^F2	Feb 11, 2015	S	6,800	$18.01	D	24,581	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (right to buy)^F3	$2.86	Feb 11, 2015	M	6,800	D	—	Feb 23, 2021	Common Stock	6,800	174,200	D

F1The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 24, 2014 and amended on November 7, 2014.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.35 to $18.29, 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.
F325% of the shares underlying this option at the date of grant vested on February 23, 2012 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.