SEC Form 4 · accession 0001179110-17-005864
2U, Inc. · TWOU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul A Maeder
Director
Period of report
Apr 4, 2017
Accepted (ET)
Apr 6, 2017 · 9:39 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 | Apr 4, 2017 | A | 1,385 | $0.00 | A | 14,453 | D | |
| Common StockF1,F3,F4 | Apr 4, 2017 | A | 629 | $39.69 | A | 15,082 | D | |
| Common StockF1,F3 | Apr 4, 2017 | A | 377 | $0.00 | A | 15,459 | D | |
| Common StockF1,F3,F5 | Apr 4, 2017 | A | 125 | $39.69 | A | 15,584 | 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)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.
- F2The 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.
- F3The 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.
- F4The restricted stock units were issued to the reporting person in lieu of annual director retainer fees of $25,000.
- F5The restricted stock units were issued to the reporting person in lieu of annual chair 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.