0001179110-16-030486.txt : 20161005 0001179110-16-030486.hdr.sgml : 20161005 20161005172717 ACCESSION NUMBER: 0001179110-16-030486 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061003 FILED AS OF DATE: 20161005 DATE AS OF CHANGE: 20161005 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: STAVIS ROBERT M CENTRAL INDEX KEY: 0001241953 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36376 FILM NUMBER: 161923385 MAIL ADDRESS: STREET 1: 211 HOMMOCKS ROAD CITY: LARCHMONT STATE: NY ZIP: 10538 4 1 edgar.xml FORM 4 - X0306 4 2006-10-03 0 0001459417 2U, Inc. TWOU 0001241953 STAVIS ROBERT M C/O 2U, INC. 8201 CORPORATE DRIVE, SUITE 900 LANDOVER MD 20785 1 0 0 0 Common Stock 2016-10-03 4 A 0 130 0 A 43245 D Common Stock 0 I By funds 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 October 1, 2017, subject to the reporting person's continued service as a director of the issuer as of that date. The amount reported consists of 12,331 restricted stock units, each of which represents a contingent right to receive one share of common stock of the issuer. The restricted stock units are held directly by the reporting person. 8,545 of the shares are held directly by the reporting person, 10,847 of the shares are held by Stavis Ventures II, LLC, and the remaining 11,522 shares are held by Stavco Venture Holdings LLC. These entities are controlled by the reporting person, and the reporting person disclaims beneficial ownership of the shares held by these entities, except to the extent of his pecuniary interest therein. The reporting person is a director of Deer VII & Co. Ltd, which is the general partner of Deer VII & Co. L.P., which is is the general partner of the Funds (as defined in Footnote 5). The reporting person disclaims beneficial ownership of the securities held by the Funds, except to the extent of his pecuniary interest, if any, in the securities by virtue of his interest in Deer VII & Co. Ltd., his interest in Deer VII & Co. L.P. and his indirect limited partnership interest in the Funds. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities. As of the date of this filing, Bessemer Venture Partners VII L.P. ("BVP VII") owns 338,578 shares of common stock, Bessemer Venture Partners VII Institutional L.P. ("BVP Institutional") owns 148,127 shares of common stock and BVP Special Opportunity Fund L.P. ("BVP SOF" and, together with BVP VII and BVP Institutional, the "Funds") owns 571,352 shares of common stock. /s/ Matthew J. Norden, attorney-in-fact 2016-10-05