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