SEC Form 4 · accession 0001179110-17-014036
2U, Inc. · TWOU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Harsha Mokkarala
Officer — Chief Marketing Officer
Period of report
Nov 10, 2017
Accepted (ET)
Nov 13, 2017 · 4:53 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Nov 10, 2017 | M | 8,518 | $22.67 | A | 47,869 | D | |
| Common Stock | Nov 10, 2017 | M | 166 | $8.45 | A | 48,035 | D | |
| Common Stock | Nov 10, 2017 | M | 11,253 | $11.00 | A | 59,288 | D | |
| Common StockF2 | Nov 10, 2017 | S | 22,658 | $63.25 | D | 36,630 | 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)F3 | $22.67 | Nov 10, 2017 | M | 8,518 | D | — | Apr 1, 2026 | Common Stock | 8,518 | 18,740 | D |
| Employee Stock Option (right to buy)F4 | $8.45 | Nov 10, 2017 | M | 166 | D | — | Nov 26, 2023 | Common Stock | 166 | 22,939 | D |
| Employee Stock Option (right to buy)F5 | $11.00 | Nov 10, 2017 | M | 11,253 | D | — | Mar 6, 2024 | Common Stock | 11,253 | 7,567 | 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 September 14, 2017.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.75 to $63.60, 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 option award vests as follows: 25% of the underlying shares vested on April 1, 2017, and the remaining 75% of the underlying shares will vest in equal monthly installments each month thereafter for 36 months, subject to the reporting person's continued service with the issuer as of the applicable vesting date.
- F4The shares underlying this option are fully vested.
- F5The option award vests as follows: 25% of the shares vested on January 31, 2015 , and the remaining shares vest in equal monthly installments through January 31, 2018, subject to the reporting person's continued service with the issuer as of the applicable vesting date.