SEC Form 4 · accession 0001179110-17-008825

2U, Inc. · TWOU

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

Reporting owner

James Kenigsberg

Officer — Chief Technology Officer

Period of report

Jun 7, 2017

Accepted (ET)

Jun 9, 2017 · 4:40 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
Common Stock	Jun 7, 2017	M	13,695	$11.00	A	79,966	D
Common Stock	Jun 7, 2017	M	13,112	$25.52	A	93,078	D
Common Stock^F2	Jun 7, 2017	S	10,512	$44.60	D	82,566	D
Common Stock^F3	Jun 7, 2017	S	16,295	$43.80	D	66,271	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)^F4	$11.00	Jun 7, 2017	M	13,695	D	—	Mar 6, 2024	Common Stock	13,695	13,421	D
Employee Stock Option (right to buy)^F5	$25.52	Jun 7, 2017	M	13,112	D	—	Apr 1, 2025	Common Stock	13,112	13,503	D

Explanation of responses

F1The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 8, 2017.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.41 to $44.75, 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) and footnote (3) 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 $43.41 to $44.39, 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) and footnote (3) to this Form 4.
F425% of the shares underlying this option vested on January 31, 2015 and the remaining shares vest in 36 equal monthly installments thereafter, subject to the reporting person's continued service with the issuer as of the applicable vesting date.
F525% of the underlying shares vested on April 1, 2016, and the remaining shares will vest in 36 equal monthly installments thereafter, subject to the reporting person's continued service with the issuer as of the applicable vesting date.