0001209191-21-031084.txt : 20210507 0001209191-21-031084.hdr.sgml : 20210507 20210507211338 ACCESSION NUMBER: 0001209191-21-031084 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190522 FILED AS OF DATE: 20210507 DATE AS OF CHANGE: 20210507 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LARSON JOHN M CENTRAL INDEX KEY: 0001216326 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36376 FILM NUMBER: 21904924 MAIL ADDRESS: STREET 1: 2895 GREENSPOINT PARKWAY STREET 2: SUITE 600 CITY: HOFFMAN ESTATES STATE: IL ZIP: 60195 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 4/A 1 doc4a.xml FORM 4/A SUBMISSION X0306 4/A 2019-05-22 2019-08-12 0 0001459417 2U, Inc. TWOU 0001216326 LARSON JOHN M C/O 2U, INC. 7900 HARKINS ROAD LANHAM MD 20706 1 0 0 0 Common Stock 2019-05-22 4 J 0 45208 0.00 A 141430 I By Triumph Capital On August 12, 2019, the reporting person filed a Form 4 which inadvertently reported that, as further described in footnote 2, Triumph Capital, LLC ("Triumph"), received 41,689 shares as part of its pro rata consideration in respect of the Company's acquisition of Trilogy Education Services, Inc. ("Trilogy") pursuant to the Agreement and Plan of Merger, dated April 7, 2019, by and among the Company, Trilogy and the other parties thereto (the "Merger Agreement"). In fact, as reported in this amendment and further described in footnote 2, Triumph received 45,208 shares of common stock. Triumph is a former stockholder of Trilogy. On May 22, 2019 (the "Closing"), Triumph received 45,208 shares and cash as its pro rata consideration in respect of the Company's acquisition of Trilogy pursuant to the Merger Agreement, of which 3,519 shares were held in escrow, with 2,199 of those shares held in escrow until the 12-month anniversary of the Closing, and the remaining 1,320 shares held in escrow until the 18-month anniversary of the Closing. These shares are held by Triumph. The reporting person is the sole member of Triumph. /s/ Matthew J. Norden, attorney-in-fact 2021-05-07