FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
2U, Inc. [ TWOU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/02/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 04/02/2014 | C | 2,747,352 | A | (5)(6) | 2,747,352 | I | See footnote(1)(2)(3)(4) | ||
Common Stock | 04/02/2014 | C | 475,899 | A | (5)(6) | 475,899 | I | See footnote(1)(2)(3)(4) | ||
Common Stock | 04/02/2014 | C | 319,914 | A | (5)(6) | 319,914 | I | See footnote(1)(2)(3)(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series B Preferred Stock | (5)(6) | 04/02/2014 | C | 2,747,352 | (5)(6) | (5)(6) | Common Stock | 2,747,352 | $0 | 0 | I | See footnote(1)(2)(3)(4) | |||
Series C Preferred Stock | (5)(6) | 04/02/2014 | C | 475,899 | (5)(6) | (5)(6) | Common Stock | 475,899 | $0 | 0 | I | See footnote(1)(2)(3)(4) | |||
Series D Preferred Stock | (5)(6) | 04/02/2014 | C | 319,914 | (5)(6) | (5)(6) | Common Stock | 319,914 | $0 | 0 | I | See footnote(1)(2)(3)(4) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The securities are held by Highland Capital Partners VII Limited Partnership ("HCP VII"). Highland Management Partners VII, LLC ("HMP VII LLC") is the general partner of Highland Management Partnership VII Limited Partnership ("HMP VII LP"), which is the general partner of HCP VII. Each of HMP VII LP and HMP VII LLC disclaims beneficial ownership of all shares held by HCP VII except to the extent, if any, of such entity's pecuniary interest therein. |
2. The securities are held by Highland Capital Partners VII-B Limited Partnership ("HCP VII-B"). HMP VII LP is the general partner of HCP VII-B. Each of HMP VII LP and HMP VII LLC disclaims beneficial ownership of all shares held by HCP VII-B except to the extent, if any, of such entity's pecuniary interest therein. |
3. The securities are held by Highland Capital Partners VII-C Limited Partnership ("HCP VII-C"). HMP VII LP is the general partner of HCP VII-C. Each of HMP VII LP and HMP VII LLC disclaims beneficial ownership of all shares held by HCP VII-C except to the extent, if any, of such entity's pecuniary interest therein. |
4. The securities are held by Highland Entrepreneurs' Fund VII Limited Partnership ("HEF VII"). HMP VII LP is the general partner of HEF VII. Each of HMP VII LP and HMP VII LLC disclaims beneficial ownership of all shares held by HEF VII except to the extent, if any, of such entity's pecuniary interest therein. |
5. HCP VII was the holder of record of 1,689,070 shares of Series B Preferred Stock, 292,583 shares of Series C Preferred Stock and 196,683 shares of Series D Preferred Stock, which were converted into 2,178,336 shares of Common Stock. HCP VII-B was the holder of record of 409,294 shares of Series B Preferred Stock, 70,898, shares of Series C Preferred Stock and 47,660 shares of Series D Preferred Stock, which were converted into 527,852 shares of Common Stock. HCP VII-C was the holder of record of 596,062 shares of Series B Preferred Stock, 103,250 shares of Series C Preferred Stock and 69,408 shares of Series D Preferred Stock, which were converted into 768,720 shares of Common Stock. Immediately prior to the closing of the Issuer's initial public offering, each share of the Preferred Stock automatically converted into Common Stock on a one-for-one basis, and has no expiration date. |
6. HEF VII was the holder of record of 52,926 shares of Series B Preferred Stock, 9,168 shares of Series C Preferred Stock and 6,163 shares of Series D Preferred Stock, which were converted into 68,257 shares of Common Stock. Immediately prior to the closing of the Issuer's initial public offering, each share of the Preferred Stock automatically converted into Common Stock on a one-for-one basis, and has no expiration date. |
/s/ Paul Maeder, Authorized Manager of Highland Management Partners VII, LLC | 04/02/2014 | |
/s/ Paul Maeder, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership | 04/02/2014 | |
/s/ Paul Maeder, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership, the general partner of Highland Capital Partners VII Limited Partnership | 04/02/2014 | |
/s/ Paul Maeder, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership, the general partner of Highland Capital Partners VII-B Limited Partnership | 04/02/2014 | |
/s/ Paul Maeder, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership, the general partner of Highland Capital Partners VII-C Limited Partnership | 04/02/2014 | |
/s/ Paul Maeder, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership, the general partner of Highland Entrepreneurs' Fund VII Limited Partnership | 04/02/2014 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |