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Filing Details

Accession Number:: 0001104659-15-025816
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-04-03 20:32:57
Reporting Period:: 2015-04-01

Filing Date:: 2015-04-03
Accepted Time:: 2015-04-03 20:32:57
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1459417	2U Inc.	TWOU	Services-Prepackaged Software (7372)	262335939

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1246979	Robert Cohen	C/O 2U, Inc. 8201 Corporate Drive, Suite 900 Landover MD 20785	President & Coo	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2015-04-01	10,000	$25.56	334,749	No	4	S	Direct
Common Stock	Acquisiton	2015-04-01	19,200	$0.00	353,949	No	4	A	Direct
Common Stock	Disposition	2015-04-01	10,000	$25.58	268,000	No	4	S	Indirect	By Robert L. Cohen 2012 Irrevocable Trust

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct
No	4	A	Direct
No	4	S	Indirect	By Robert L. Cohen 2012 Irrevocable Trust

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Employee Stock Option (right to buy)	Acquisiton	2015-04-01	39,452	$0.00	39,452	$25.52

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
39,452		2025-04-01	No	4	A	Direct

Footnotes

These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 9, 2014.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.37 to $25.83, 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 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 restricted stock unit award will vest as to one-fourth of the underlying shares on each of April 1, 2016, 2017, 2018 and 2019, subject to the reporting person's continued service with the issuer as of the applicable vesting date.
These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the Robert L. Cohen 2012 Irrevocable Trust on December 9, 2014.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.40 to $25.90, 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.
These shares are held in a trust for the benefit of the reporting person's spouse and children. The reporting person's spouse is the trustee of the trust. The reporting person disclaims beneficial ownership of these securities.
The option award will vest as follows: 25% of the underlying shares will vest on April 1, 2016, and the remaining 75% of the underlying shares will vest in equal monthly installments each month thereafter for 36 months, subject to the reporting person's continued service with the issuer as of the applicable vesting date.