0001179110-17-005861.txt : 20170406
0001179110-17-005861.hdr.sgml : 20170406
20170406213859
ACCESSION NUMBER: 0001179110-17-005861
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170404
FILED AS OF DATE: 20170406
DATE AS OF CHANGE: 20170406
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: 7900 HARKINS ROAD
CITY: LANHAM
STATE: MD
ZIP: 20706
BUSINESS PHONE: (301) 892-4350
MAIL ADDRESS:
STREET 1: 7900 HARKINS ROAD
CITY: LANHAM
STATE: MD
ZIP: 20706
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: 17747506
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
2017-04-04
0
0001459417
2U, Inc.
TWOU
0001201583
HALEY TIMOTHY M
C/O 2U, INC.
7900 HARKINS ROAD
LANHAM
MD
20706
1
0
0
0
Common Stock
2017-04-04
4
A
0
629
39.69
A
14430
D
Common Stock
2017-04-04
4
A
0
1385
0
A
15815
D
Common Stock
2017-04-04
4
A
0
125
0
A
15940
D
Common Stock
2017-04-04
4
A
0
125
39.69
A
16065
D
Common Stock
11305
I
By Partnership
Common Stock
63931
I
By Family Trust
Common Stock
1260881
I
By Funds
Employee Stock Option (right to buy)
39.69
2017-04-04
4
A
0
2899
0
A
2027-04-01
Common Stock
2899
2899
D
The 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.
The shares underlying this restricted stock unit award will vest in full on April 1, 2018, subject to the reporting person's continued service as a director of the issuer as of that date.
The restricted stock units were issued to the reporting person in lieu of annual director retainer fees of $25,000.
The restricted stock unit award will vest as to one-third of the underlying shares on each of April 1, 2018, 2019 and 2020, subject to the reporting person's continued service as a director of the issuer as of the applicable vesting date.
The restricted stock units were issued to the reporting person in lieu of annual chairman retainer fees of $5,000.
The option award will vest as to one-third of the underlying shares on each of April 1, 2018, 2019 and 2020, subject to the reporting person's continued service with the issuer as of the applicable vesting date.
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 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 total consists of 1,213,598 shares held by Redpoint Ventures III, L.P. ("Redpoint Ventures") and 47,283 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.
/s/ Matthew J. Norden, attorney-in-fact
2017-04-06