SEC Form 4 · accession 0001209191-15-042966
2U, Inc. · TWOU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert M Stavis
Director
Period of report
May 12, 2015
Accepted (ET)
May 14, 2015 · 7:00 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,F3 | May 12, 2015 | S$0 | 0 | $0.00 | D | 8,734 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On May 12, 2015, Bessemer Venture Partners VII, L.P. ("BVP VII") sold 80,992 shares of Common Stock of the Issuer (the "shares"), Bessemer Venture Partners VII Institutional L.P. ("BVP VII Inst") sold 35,434 shares, and BVP VII Special Opportunity Fund L.P. ("BVP VII SOF," and together with BVP VII and BVP VII Inst, the "Funds") sold 136,674 shares at the weighted average sale price of $25.50298. After the sales, BVP VII owned 749,286 shares, BVP VII Inst owned 327,812 shares, and BVP VII SOF owned 1,264,422 shares of Common Stock. These shares were sold in multiple transactions at prices ranging from $25.50 to $25.735. The reporting person undertakes to provide to the issuer, any security holder of the issuer 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 range set forth in this footnote.
- F2Represents restricted stock units held directly by the reporting person. Each restricted stock unit represents a contingent right to receive one share of common stock of the issuer.
- F3The reporting person is a director of Deer VII & Co. Ltd, which is the general partner of Deer VII & Co. L.P., which is the general partner of the Funds. The reporting person disclaims beneficial ownership of the securities held by the Funds, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer VII & Co. Ltd., his interest in Deer VII & Co. L.P. and his indirect limited partnership interest in the Funds. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities.