SEC Form 4 · accession 0001104659-15-025814
2U, Inc. · TWOU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael T. Moe
Director
Period of report
Apr 1, 2015
Accepted (ET)
Apr 3, 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Apr 1, 2015 | A | 979 | $25.52 | A | 6,775 | D | |
| Common StockF1,F4 | Apr 1, 2015 | A | 1,959 | $0.00 | A | 8,734 | D | |
| Common StockF5 | holding | — | — | — | 1,319,233 | I | By GSV Capital |
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 | $25.52 | Apr 1, 2015 | A | 4,048 | A | — | Apr 1, 2025 | Common Stock | 4,048 | 4,048 | 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 April 1, 2016, 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.
- F4The restricted stock unit award will vest as to one-third of the underlying shares on each of April 1, 2016, 2017 and 2018, subject to the reporting person's continued service as a director of the issuer as of the applicable vesting date.
- F5These shares are held by GSV Capital Corp. ("GSV"). The reporting person is the chief executive officer of GSV. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
- F6The option award will vest as to one-third of the underlying shares on each of April 1, 2016, 2017 and 2018, subject to the reporting person's continued service with the issuer as of the applicable vesting date.