SEC Form 4 · accession 0001104659-16-110429
2U, Inc. · TWOU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul A Maeder
Director
Period of report
Apr 5, 2016
Accepted (ET)
Apr 7, 2016 · 9:30 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 5, 2016 | A | 1,083 | $23.07 | A | 9,817 | D | |
| Common StockF1,F4 | Apr 5, 2016 | A | 2,384 | $0.00 | A | 12,201 | D | |
| Common StockF1,F2 | Apr 5, 2016 | A | 650 | $0.00 | A | 12,851 | D | |
| Common StockF1,F2,F5 | Apr 5, 2016 | A | 217 | $23.07 | A | 13,068 | D | |
| Common StockF6,F7 | holding | — | — | — | 1,293,165 | I | By funds |
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 | $23.07 | Apr 5, 2016 | A | 4,957 | A | — | Apr 1, 2026 | Common Stock | 4,957 | 4,957 | 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, 2017, 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, 2017, 2018 and 2019, subject to the reporting person's continued service as a director of the issuer as of the applicable vesting date.
- F5The restricted stock units were issued to the reporting person in lieu of annual chair retainer fees of $5,000.
- F6The total consists of (i) 795,038 shares held by Highland Capital Partners VII, Limited Partnership ("Highland VII"), (ii) 192,652 shares held by Highland Capital Partners VII-B, Limited Partnership ("Highland VII-B"), (iii) 280,563 shares held by Highland Capital Partners VII-C, Limited Partnership ("Highland VII-C") and (iv) 24,912 shares held by Highland Entrepreneurs' Fund VII, Limited Partnership ("Highland Entrepreneurs" and, together with Highland VII, Highland VII-B and Highland VII-C, the "Funds"). Reduction in shares due to a pro rata share distribution by each of the Funds to their respective limited partners.
- F7Highland Management Partners VII, Limited Partnership ("HMP LP") is the general partner of each of the Funds. Highland Management Partners VII, LLC ("HMP LLC") is the general partner of HMP LP. The reporting person is one of the managing members of HMP LLC. The reporting person disclaims beneficial ownership of the securities held by the Funds, except to the extent of his pecuniary interest therein.
- F8The option award will vest as to one-third of the underlying shares on each of April 1, 2017, 2018 and 2019, subject to the reporting person's continued service with the issuer as of the applicable vesting date.