SEC Form 4 · accession 0001179110-16-029759
2U, Inc. · TWOU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy M Haley
Director
Period of report
Sep 14, 2016
Accepted (ET)
Sep 16, 2016 · 8:27 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 StockF11,F7 | Mar 14, 2016 | G | 8,145 | $0.00 | D | 89,448 | I | By Family Trust |
| Common StockF11,F7 | May 27, 2016 | G | 1,925 | $0.00 | D | 111,564 | I | By Family Trust |
| Common StockF1,F11,F7 | Sep 14, 2016 | S | 17,817 | $33.00 | D | 115,484 | I | By Family Trust |
| Common StockF2,F11,F8 | Sep 14, 2016 | S | 9,722 | $33.00 | D | 23,760 | I | By Partnership |
| Common StockF3,F11,F7 | Sep 15, 2016 | S | 25,089 | $33.30 | D | 90,395 | I | By Family Trust |
| Common StockF4,F11,F7 | Sep 15, 2016 | S | 17,700 | $34.28 | D | 72,695 | I | By Family Trust |
| Common StockF5,F11,F8 | Sep 15, 2016 | S | 8,499 | $33.28 | D | 15,261 | I | By Partnership |
| Common StockF6,F11,F8 | Sep 15, 2016 | S | 4,100 | $34.35 | D | 11,161 | I | By Partnership |
| Common StockF11,F7 | Sep 15, 2016 | G | 11,111 | $0.00 | D | 61,584 | I | By Family Trust |
| Common Stock | holding | — | — | — | 13,801 | D | ||
| Common StockF9,F10 | holding | — | — | — | 1,780,361 | I | By Funds |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.00 to $33.04, 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 footnote (1) to this Form 4.
- F10The shares held by Redpoint Ventures are indirectly held by Redpoint Ventures III, LLC, the general partner of Redpoint Ventures. The reporting person is a manager of Redpoint Ventures III, LLC and a manager of Redpoint Associates. The reporting person disclaims beneficial ownership of the securities held by the Funds, except to the extent of his pecuniary interest therein.
- F11Includes shares received as pro-rata distributions from the Funds (as defined in Footnote 9).
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.00 to $33.05, 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 footnote (2) 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 $33.00 to $33.99, 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 footnote (3) to this Form 4.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.00 to $34.61, 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 footnote (4) to this Form 4.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.01 to $33.99, 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 footnote (5) to this Form 4.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.05 to $34.58, 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 footnote (6) to this Form 4.
- F7The shares are held by the Haley-McGourty Family Trust U/D/T 9/27/96 (the "Family Trust"). The reporting person is a trustee of the Family Trust. The reporting person disclaims beneficial ownership of the shares held by the Family Trust except to the extent of his proportionate pecuniary interest therein.
- F8The shares are held by Haley-McGourty Partners (the "Partnership"). The reporting person is a general partner of the Partnership. The reporting person disclaims beneficial ownership of the shares held by the Partnership except to the extent of his proportionate pecuniary interest therein.
- F9The total consists of 1,713,598 shares held by Redpoint Ventures III, L.P. ("Redpoint Ventures") and 66,763 shares held by Redpoint Associates III, LLC ("Redpoint Associates," and together with Redpoint Ventures, the "Funds").