SEC Form 4 · accession 0001104659-16-109909
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
Apr 1, 2016
Accepted (ET)
Apr 5, 2016 · 4:31 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 | Apr 1, 2016 | F | 1,413 | $22.67 | D | 33,468 | D | |
| Common StockF1,F2 | Apr 1, 2016 | A | 16,541 | $0.00 | A | 50,009 | D | |
| Common StockF1,F3 | Apr 1, 2016 | A | 5,513 | $0.00 | A | 55,522 | 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 | $22.67 | Apr 1, 2016 | A | 34,073 | A | — | Apr 1, 2026 | Common Stock | 34,073 | 34,073 | D |
| Employee Stock Option (right to buy)F5 | $22.67 | Apr 1, 2016 | A | 11,666 | A | — | Apr 1, 2026 | Common Stock | 11,666 | 11,666 | 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 restricted stock unit award will vest as to one-fourth of the underlying shares on each of April 1, 2017, 2018, 2019 and 2020, subject to the reporting person's continued service with the issuer as of the applicable vesting date.
- F3The restricted stock unit award will vest as to one-half of the underlying shares on each of April 1, 2017 and 2018, subject to the reporting person's continued service with the issuer as of the applicable vesting date.
- F4The option award will vest as follows: 25% of the underlying shares will vest on April 1, 2017, 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.
- F5The option award will vest as follows: 50% of the underlying shares will vest on April 1, 2017, and the remaining 50% of the underlying shares will vest on April 1, 2018, subject to the reporting person's continued service with the issuer as of the applicable vesting date.