SEC Form 4 · accession 0001209191-15-067009
2U, Inc. · TWOU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy M Haley
Director
Period of report
Aug 17, 2015
Accepted (ET)
Aug 19, 2015 · 8:21 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | May 22, 2015 | G | 9,006 | $0.00 | A | 29,754 | I | By Family Trust |
| Common StockF2,F3 | Aug 17, 2015 | J | 750,000 | $0.00 | D | 5,213,598 | I | By Redpoint Ventures III, L.P. |
| Common StockF3,F4 | Aug 17, 2015 | J | 29,221 | $0.00 | D | 203,126 | I | By Redpoint Associates III, LLC |
| Common StockF3 | Aug 17, 2015 | J | 230,250 | $0.00 | A | 230,250 | I | By Redpoint Ventures III, LLC |
| Common StockF3 | Aug 17, 2015 | J | 230,250 | $0.00 | D | 0 | I | By Redpoint Ventures III, LLC |
| Common StockF7 | Aug 17, 2015 | J | 29,074 | $0.00 | A | 58,828 | I | By Family Trust |
| Common StockF8 | Aug 17, 2015 | J | 6,610 | $0.00 | A | 15,423 | I | By Partnership |
| Common Stock | holding | — | — | — | 9,900 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The shares are held by Haley-McGourty Family Trust U/D/T 9/27/96 (the "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.
- F2Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Redpoint Ventures III, L.P. ("RV III LP") without consideration to its limited partners and its general partner, Redpoint Ventures III, LLC ("RV III LLC").
- F3RV III LLC serves as the general partner of RV III LP. RV III LLC and RA III are under common control. As such, RV III LLC has sole voting and investment control over the shares owned by RV III LP, and may be deemed to beneficially own the shares held by RA III and RV III LP. RV III LLC disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein.
- F4Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Redpoint Associates III, LLC ("RA III") without consideration to its members.
- F5Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer by RV III LP described in footnote (2) above.
- F6Represents a pro-rata in-kind distribution of Common Stock of the Issuer by RV III LLC without consideration to its members.
- F7Represents a change in the form of ownership from one form of indirect to another by virtue of the receipt of shares of Common Stock of the Issuer in the pro-rata in-kind distributions described in footnotes (4) and (6) above. The shares are held by the 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.
- F8Represents a change in the form of ownership from one form of indirect to another by virtue of the receipt of shares of Common Stock of the Issuer in the pro-rata in-kind distribution described in footnote (6) above. The 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.