SEC Form 4 · accession 0001104659-15-019649

2U, Inc. · TWOU

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

Reporting owner

Officer — Chief Executive Officer · Director

Period of report

Mar 12, 2015

Accepted (ET)

Mar 13, 2015 · 8:32 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
Common Stock	Mar 12, 2015	M	3,400	$3.08	A	78,546	D
Common Stock^F2	Mar 12, 2015	S	3,400	$20.26	D	75,146	D
Common Stock	Mar 13, 2015	M	3,400	$3.08	A	78,546	D
Common Stock^F3	Mar 13, 2015	S	3,400	$21.32	D	75,146	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)^F4	$3.08	Mar 12, 2015	M	3,400	D	—	Feb 27, 2022	Common Stock	3,400	289,941	D
Employee Stock Option (right to buy)^F4	$3.08	Mar 13, 2015	M	3,400	D	—	Feb 27, 2022	Common Stock	3,400	286,541	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 11, 2014.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.60 to $21.12, 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 footnotes (2) and (3) to this Form 4.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.97 to $21.69, inclusive.
F425% of the shares underlying this option at the date of grant 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.