SEC Form 4 · accession 0001104659-15-025816
2U, Inc. · TWOU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Cohen
Officer — President & COO
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 StockF2 | Apr 1, 2015 | S | 10,000 | $25.56 | D | 334,749 | D | |
| Common StockF3,F4 | Apr 1, 2015 | A | 19,200 | $0.00 | A | 353,949 | D | |
| Common StockF6,F7 | Apr 1, 2015 | S | 10,000 | $25.58 | D | 268,000 | 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)F8 | $25.52 | Apr 1, 2015 | A | 39,452 | A | — | Apr 1, 2025 | Common Stock | 39,452 | 39,452 | 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 $25.37 to $25.83, 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.
- F3The 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.
- F4The restricted stock unit award will vest as to one-fourth of the underlying shares on each of April 1, 2016, 2017, 2018 and 2019, subject to the reporting person's continued service with the issuer as of the applicable vesting date.
- F5These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the Robert L. Cohen 2012 Irrevocable Trust on December 9, 2014.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.40 to $25.90, 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 (6) to this Form 4.
- F7These 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.
- F8The option award will vest as follows: 25% of the underlying shares will vest on April 1, 2016, and the remaining 75% of the underlying shares will vest in equal monthly installments each month thereafter for 36 months, subject to the reporting person's continued service with the issuer as of the applicable vesting date.