SEC Form 4 · accession 0001179110-16-033073

2U, Inc. · TWOU

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Christopher J Paucek

Officer — Chief Executive Officer · Director

Period of report

Dec 14, 2016

Accepted (ET)

Dec 15, 2016 · 9:49 pm EST

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^F2	Dec 14, 2016	S	87,833	$32.13	D	154,844	D
Common Stock^F3	Dec 15, 2016	S	13,100	$32.19	D	141,744	D
Common Stock	Dec 15, 2016	M	52,506	$3.08	A	194,250	D
Common Stock^F4	Dec 15, 2016	S	52,506	$32.06	D	141,744	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)^F5	$3.08	Dec 15, 2016	M	52,506	A	—	Feb 27, 2022	Common Stock	52,506	110,001	D

Explanation of responses

F1he transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 11, 2016.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.86 to $32.69, 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 $31.80 to $32.33, 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 $31.90 to $32.22, 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 shares underlying this option are fully vested.