0001209191-15-045705.txt : 20150521 0001209191-15-045705.hdr.sgml : 20150521 20150521200017 ACCESSION NUMBER: 0001209191-15-045705 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150519 FILED AS OF DATE: 20150521 DATE AS OF CHANGE: 20150521 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: 240-487-3991 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: 15884244 MAIL ADDRESS: STREET 1: 211 HOMMOCKS ROAD CITY: LARCHMONT STATE: NY ZIP: 10538 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-05-19 0 0001459417 2U, Inc. TWOU 0001241953 STAVIS ROBERT M C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT NY 10538 1 0 0 0 Common Stock 2015-05-19 4 S 0 0 0.00 D 8734 D On May 19, 2015, Bessemer Venture Partners VII, L.P. ("BVP VII") sold 32,000 shares of Common Stock of the Issuer (the "shares"), Bessemer Venture Partners VII Institutional L.P. ("BVP VII Inst") sold 14,000 shares, and BVP VII Special Opportunity Fund L.P. ("BVP VII SOF," and together with BVP VII and BVP VII Inst, the "Funds") sold 54,000 shares at the weighted average sale price of $27.10010. After the sales, BVP VII owned 717,286 shares, BVP VII Inst owned 313,812 shares, and BVP VII SOF owned 1,210,422 shares of Common Stock. These shares were sold in multiple transactions at prices ranging from $27.1000 to $27.1138. The reporting person undertakes to provide to the issuer, any security holder of the issuer 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 range set forth in this footnote. Represents restricted stock units held directly by the reporting person. Each restricted stock unit represents a contingent right to receive one share of common stock of the issuer. The reporting person is a director of Deer VII & Co. Ltd, which is the general partner of Deer VII & Co. L.P., which is the general partner of the Funds. The reporting person disclaims beneficial ownership of the securities held by the Funds, except to the extent of his pecuniary interest, if any, in such 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. /s/ Robert M. Stavis 2015-05-20