SEC Form 4 · accession 0001104659-15-034912
2U, Inc. · TWOU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Kenigsberg
Officer — Chief Technology Officer
Period of report
May 4, 2015
Accepted (ET)
May 6, 2015 · 4:50 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 Stock | May 4, 2015 | M | 5,000 | $5.75 | A | 42,915 | D | |
| Common StockF2 | May 4, 2015 | S | 5,000 | $27.03 | D | 37,915 | D | |
| Common Stock | May 4, 2015 | M | 2,512 | $11.00 | A | 40,427 | D | |
| Common StockF3 | May 4, 2015 | S | 2,512 | $27.04 | D | 37,915 | D |
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)F4 | $5.75 | May 4, 2015 | M | 5,000 | D | — | Feb 25, 2023 | Common Stock | 5,000 | 40,000 | D |
| Employee Stock Option (right to buy)F5 | $11.00 | May 4, 2015 | M | 2,512 | D | — | Mar 6, 2024 | Common Stock | 2,512 | 46,687 | D |
Explanation of responses
- F1The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 12, 2015.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.68 to $27.62, 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 $26.71 to $27.62, inclusive.
- F425% of the shares underlying this option vested on February 25, 2014 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.
- F525% of the shares underlying this option vested on January 31, 2015 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.