0001179110-16-029759.txt : 20160916
0001179110-16-029759.hdr.sgml : 20160916
20160916202733
ACCESSION NUMBER: 0001179110-16-029759
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160914
FILED AS OF DATE: 20160916
DATE AS OF CHANGE: 20160916
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: 2U, Inc.
CENTRAL INDEX KEY: 0001459417
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 262335939
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 8201 CORPORATE DRIVE, SUITE 110
CITY: LANDOVER
STATE: MD
ZIP: 20785
BUSINESS PHONE: (301) 892-4350
MAIL ADDRESS:
STREET 1: 8201 CORPORATE DRIVE, SUITE 110
CITY: LANDOVER
STATE: MD
ZIP: 20785
FORMER COMPANY:
FORMER CONFORMED NAME: 2tor, Inc.
DATE OF NAME CHANGE: 20090324
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HALEY TIMOTHY M
CENTRAL INDEX KEY: 0001201583
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36376
FILM NUMBER: 161890468
MAIL ADDRESS:
STREET 1: 3000 SAND HILL ROAD, 2-290
CITY: MENLO PARK
STATE: CA
ZIP: 94025
4
1
edgar.xml
FORM 4 -
X0306
4
2016-09-14
0
0001459417
2U, Inc.
TWOU
0001201583
HALEY TIMOTHY M
C/O 2U, INC.
8201 CORPORATE DRIVE, SUITE 900
LANDOVER
MD
20785
1
0
0
0
Common Stock
2016-03-14
5
G
0
E
8145
0
D
89448
I
By Family Trust
Common Stock
2016-05-27
5
G
0
E
1925
0
D
111564
I
By Family Trust
Common Stock
2016-09-14
4
S
0
17817
33.00
D
115484
I
By Family Trust
Common Stock
2016-09-14
4
S
0
9722
33.00
D
23760
I
By Partnership
Common Stock
2016-09-15
4
S
0
25089
33.30
D
90395
I
By Family Trust
Common Stock
2016-09-15
4
S
0
17700
34.28
D
72695
I
By Family Trust
Common Stock
2016-09-15
4
S
0
8499
33.28
D
15261
I
By Partnership
Common Stock
2016-09-15
4
S
0
4100
34.35
D
11161
I
By Partnership
Common Stock
2016-09-15
5
G
0
E
11111
0
D
61584
I
By Family Trust
Common Stock
13801
D
Common Stock
1780361
I
By Funds
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.00 to $33.04, 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 (1) to this Form 4.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.00 to $33.05, 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.00 to $33.99, 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.00 to $34.61, 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.01 to $33.99, 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.05 to $34.58, 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.
The shares are held by the 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.
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.
The total consists of 1,713,598 shares held by Redpoint Ventures III, L.P. ("Redpoint Ventures") and 66,763 shares held by Redpoint Associates III, LLC ("Redpoint Associates," and together with Redpoint Ventures, the "Funds").
The shares held by Redpoint Ventures are indirectly held by Redpoint Ventures III, LLC, the general partner of Redpoint Ventures. The reporting person is a manager of Redpoint Ventures III, LLC and a manager of Redpoint Associates. The reporting person disclaims beneficial ownership of the securities held by the Funds, except to the extent of his pecuniary interest therein.
Includes shares received as pro-rata distributions from the Funds (as defined in Footnote 9).
/s/ Matthew J. Norden, attorney-in-fact
2016-09-16