SEC Form 4 · accession 0001179110-17-005861
2U, Inc. · TWOU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy M Haley
Director
Period of report
Apr 4, 2017
Accepted (ET)
Apr 6, 2017 · 9:38 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 4, 2017 | A | 629 | $39.69 | A | 14,430 | D | |
| Common StockF1,F4 | Apr 4, 2017 | A | 1,385 | $0.00 | A | 15,815 | D | |
| Common StockF1,F2 | Apr 4, 2017 | A | 125 | $0.00 | A | 15,940 | D | |
| Common StockF1,F2,F5 | Apr 4, 2017 | A | 125 | $39.69 | A | 16,065 | D | |
| Common StockF7 | holding | — | — | — | 11,305 | I | By Partnership | |
| Common StockF8 | holding | — | — | — | 63,931 | I | By Family Trust | |
| Common StockF9,F10 | holding | — | — | — | 1,260,881 | 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)F6 | $39.69 | Apr 4, 2017 | A | 2,899 | A | — | Apr 1, 2027 | Common Stock | 2,899 | 2,899 | 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.
- 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.
- F2The shares underlying this restricted stock unit award will vest in full on April 1, 2018, 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, 2018, 2019 and 2020, 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 chairman retainer fees of $5,000.
- F6The option award will vest as to one-third of the underlying shares on each of April 1, 2018, 2019 and 2020, subject to the reporting person's continued service with the issuer as of the applicable vesting date.
- F7The 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.
- F8The 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.
- F9The total consists of 1,213,598 shares held by Redpoint Ventures III, L.P. ("Redpoint Ventures") and 47,283 shares held by Redpoint Associates III, LLC ("Redpoint Associates," and together with Redpoint Ventures, the "Funds").