SEC Form 4 · accession 0001179110-17-007798
2U, Inc. · TWOU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy M Haley
Director
Period of report
May 18, 2017
Accepted (ET)
May 22, 2017 · 7:37 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 | May 18, 2017 | M | 7,389 | $12.94 | A | 23,454 | D | |
| Common Stock | May 18, 2017 | S | 7,389 | $39.71 | D | 16,065 | D | |
| Common Stock | May 18, 2017 | M | 1,652 | $23.07 | A | 17,717 | D | |
| Common Stock | May 18, 2017 | S | 1,652 | $39.71 | D | 16,065 | D | |
| Common Stock | May 18, 2017 | M | 2,698 | $25.52 | A | 18,763 | D | |
| Common Stock | May 18, 2017 | S | 2,698 | $39.71 | D | 16,065 | D | |
| Common Stock | May 18, 2017 | S | 11,557 | $39.71 | D | 4,508 | D | |
| Common StockF1,F3,F4 | holding | — | — | — | 0 | I | By Redpoint Ventures III, L.P. | |
| Common StockF2,F3,F4 | holding | — | — | — | 0 | I | By Redpoint Associates III, LLC | |
| Common StockF1,F2,F3,F5 | holding | — | — | — | 90,330 | I | By Family Trust | |
| Common StockF1,F2,F3,F6 | holding | — | — | — | 16,827 | I | By Partnership |
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)F7 | $12.94 | May 18, 2017 | M | 7,389 | D | — | Apr 11, 2024 | Common Stock | 7,389 | 0 | D |
| Employee Stock Option (right to buy)F8 | $25.52 | May 18, 2017 | M | 2,698 | D | — | Apr 1, 2025 | Common Stock | 2,698 | 1,350 | D |
| Employee Stock Option (right to buy)F9 | $23.07 | May 18, 2017 | M | 1,652 | D | — | Apr 1, 2026 | Common Stock | 1,652 | 3,305 | D |
Explanation of responses
- F1Effective May 9, 2017, Redpoint Ventures III, L.P. effected a pro rata distribution in kind of all remaining shares of the Issuer's common stock that it held to its limited partners and its general partner, Redpoint Ventures III, LLC ("RV III LLC"), for no additional consideration. Immediately following the distribution, RV III LLC effected a pro rata distribution in kind of the shares that it received in the distribution to its members for no additional consideration.
- F2Effective May 9, 2017, Redpoint Associates III, LLC ("RA III") effected a pro rata distribution in kind of all remaining shares of the Issuer's common stock that it held to its members for no additional consideration.
- F3With respect to the Reporting Person, each of the distributions in footnotes 1 and 2 of this Form 4 constituted a change in form of ownership from one form of indirect holding to another, which was not required to be reported pursuant to Section 16. The number of shares reported herein as beneficially owned following the reported transactions gives effect to these distributions.
- F4RV III LLC serves as the general partner of RV III LP. RV III LLC and RA III are under common control. The Reporting Person is a manager of RV III LLC and a manager of RA III. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.
- F5The shares are held by Haley-McGourty Family Trust U/D/T 9/27/96 ("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.
- F6The 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.
- F7The shares underlying this option are fully vested.
- F8The option award will vest as to one-third of the underlying shares on each of April 1, 2016, 2017 and 2018, subject to the reporting person's continued service with the issuer as of the applicable vesting date.
- F9The option award will vest as to one-third of the underlying shares on each of April 1, 2017, 2018 and 2019, subject to the reporting person's continued service with the issuer as of the applicable vesting date.