SEC Form 4 · accession 0001209191-18-026771
2U, Inc. · TWOU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert M Stavis
Director
Period of report
Apr 25, 2018
Accepted (ET)
Apr 27, 2018 · 9:50 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 | Apr 25, 2018 | A | 698 | $0.00 | A | 114,745 | D | |
| Common StockF1,F4,F5,F3 | Apr 25, 2018 | A | 317 | $78.77 | A | 115,062 | D | |
| Common StockF1,F4,F6,F3 | Apr 25, 2018 | A | 63 | $78.77 | A | 115,125 | D | |
| Common StockF1,F4,F3 | Apr 25, 2018 | A | 190 | $0.00 | A | 115,315 | 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 | $78.77 | Apr 25, 2018 | A | 1,504 | A | — | Apr 25, 2028 | Common Stock | 1,504 | 1,504 | D |
Explanation of responses
- F1The security represents restricted stock units granted to the reporting person. Each restricted stock unit represents a contingent right to receive one share of common stock of the issuer.
- F2The restricted stock unit award will vest as to one-third of the underlying shares on each of April 1, 2019, 2020 and 2021, subject to the reporting person's continued service as a director of the issuer as of the applicable vesting date.
- F3The amount reported includes 35,707 shares held by Stavis Ventures II, LLC ("Stavis Ventures"), and 35,740 shares held by Stavco Venture Holdings LLC ("Stavco Venture Holdings"). Stavis Ventures and Stavco Venture Holdings are controlled by the reporting person, and the reporting person disclaims beneficial ownership of the shares held by these entities, except to the extent of his pecuniary interest therein, if any.
- F4The shares underlying this restricted stock unit award will vest in full on April 1, 2019, subject to the reporting person's continued service as a director of the issuer as of that date.
- F5The restricted stock units were issued to the reporting person in lieu of annual director retainer fees of $25,000.
- F6The restricted stock units were issued to the reporting person in lieu of annual chairman retainer fees of $5,000.
- F7The option award will vest as to one-third of the underlying shares on each of April 1, 2019, 2020 and 2021, subject to the reporting person's continued service with the issuer as of the applicable vesting date.