SEC Form 4 · accession 0001179110-18-004380

2U, Inc. · TWOU

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

Reporting owner

Mark Chernis

Director

Period of report

Mar 13, 2018

Accepted (ET)

Mar 15, 2018 · 4:21 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	Mar 13, 2018	M	10,000	$0.60	A	25,325	D
Common Stock^F2	Mar 13, 2018	S	4,200	$84.49	D	21,125	D
Common Stock^F3	Mar 13, 2018	S	1,700	$85.17	D	19,425	D
Common Stock^F4	Mar 13, 2018	S	1,800	$86.46	D	17,625	D
Common Stock^F5	Mar 13, 2018	S	1,900	$87.36	D	15,725	D
Common Stock^F6	Mar 13, 2018	S	400	$88.18	D	15,325	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)^F7	$0.60	Mar 13, 2018	M	10,000	D	—	Jan 23, 2019	Common Stock	10,000	40,500	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 $84.00 to $84.88, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.00 to $85.71, 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 (3) to this Form 4.
F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.00 to $86.79, 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 (4) to this Form 4.
F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.00 to $87.96, 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 (5) to this Form 4.
F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $88.06 to $88.46, 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 (6) to this Form 4.
F7The shares underlying this option are fully vested.