SEC Form 4 · accession 0001104659-15-069776

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

Oct 5, 2015

Accepted (ET)

Oct 7, 2015 · 9:00 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	Oct 5, 2015	M	2,443	$5.75	A	40,358	D
Common Stock^F2	Oct 5, 2015	S	2,143	$31.30	D	38,215	D
Common Stock^F3	Oct 5, 2015	S	300	$32.11	D	37,915	D
Common Stock	Oct 5, 2015	M	2,513	$11.00	A	40,428	D
Common Stock^F4	Oct 5, 2015	S	2,159	$31.29	D	38,269	D
Common Stock^F5	Oct 5, 2015	S	354	$32.08	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)^F6	$5.75	Oct 5, 2015	M	2,443	D	—	Feb 25, 2023	Common Stock	2,443	17,721	D
Employee Stock Option (right to buy)^F7	$11.00	Oct 5, 2015	M	2,513	D	—	Mar 6, 2024	Common Stock	2,513	34,124	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 $30.89 to $31.82, 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), (3), (4) and (5) 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 $31.96 to $32.24, inclusive.
F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.89 to $31.82, inclusive.
F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.90 to $32.24, inclusive.
F625% 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.
F725% 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.