SEC Form 4/A · accession 0001104659-16-113573
2U, Inc. · TWOU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Christopher J Paucek
Officer — Chief Executive Officer · Director
Period of report
Jul 1, 2015
Accepted (ET)
Apr 22, 2016 · 6:18 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 | Jul 1, 2015 | M | 5,000 | $1.82 | A | 119,330 | D | |
| Common Stock | Jul 2, 2015 | M | 4,583 | $3.08 | A | 118,913 | D | |
| Common Stock | Jul 2, 2015 | M | 417 | $1.82 | A | 119,330 | 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 | $1.82 | Jul 1, 2015 | M | 5,000 | D | — | Jun 8, 2020 | Common Stock | 5,000 | 36,056 | D |
| Employee Stock Option (right to buy)F5 | $3.08 | Jul 2, 2015 | M | 4,583 | D | — | Feb 27, 2022 | Common Stock | 4,583 | 281,958 | D |
| Employee Stock Option (right to buy)F4 | $1.82 | Jul 2, 2015 | M | 417 | D | — | Jun 8, 2020 | Common Stock | 417 | 35,639 | D |
Explanation of responses
- F1The transactions reported in this amended Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 11, 2014, and amended on March 3, 2015.
- F4The shares underlying this option are fully vested.
- F525% of the shares underlying this option at the date of grant vested on January 1, 2013 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.
Remarks
The option exercise-related transactions reported on the first and third rows of Table I and the first and second rows of Table II in the original Form 4 are hereby amended and restated by this Form 4/A. Row three of Table I in the original Form 4 is hereby replaced by rows two and three of Table I in this Form 4/A, and row two of Table II in the original Form 4 is hereby replaced by rows two and three of Table II in this Form 4/A. The original Form 4 misidentified the tranche of options exercised.