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Filing Details

Accession Number:: 0001179110-16-029759
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-09-16 20:27:33
Reporting Period:: 2016-09-14

Filing Date:: 2016-09-16
Accepted Time:: 2016-09-16 20:27:33
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1459417	2U Inc.	TWOU	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1201583	M Timothy Haley	C/O 2U, Inc. 8201 Corporate Drive, Suite 900 Landover MD 20785		Yes	No	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2016-03-14	8,145	$0.00	89,448	No	5	G	Indirect	By Family Trust
Common Stock	Disposition	2016-05-27	1,925	$0.00	111,564	No	5	G	Indirect	By Family Trust
Common Stock	Disposition	2016-09-14	17,817	$33.00	115,484	No	4	S	Indirect	By Family Trust
Common Stock	Disposition	2016-09-14	9,722	$33.00	23,760	No	4	S	Indirect	By Partnership
Common Stock	Disposition	2016-09-15	25,089	$33.30	90,395	No	4	S	Indirect	By Family Trust
Common Stock	Disposition	2016-09-15	17,700	$34.28	72,695	No	4	S	Indirect	By Family Trust
Common Stock	Disposition	2016-09-15	8,499	$33.28	15,261	No	4	S	Indirect	By Partnership
Common Stock	Disposition	2016-09-15	4,100	$34.35	11,161	No	4	S	Indirect	By Partnership
Common Stock	Disposition	2016-09-15	11,111	$0.00	61,584	No	5	G	Indirect	By Family Trust

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	5	G	Indirect	By Family Trust
No	5	G	Indirect	By Family Trust
No	4	S	Indirect	By Family Trust
No	4	S	Indirect	By Partnership
No	4	S	Indirect	By Family Trust
No	4	S	Indirect	By Family Trust
No	4	S	Indirect	By Partnership
No	4	S	Indirect	By Partnership
No	5	G	Indirect	By Family Trust

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	13,801	Direct
Common Stock	1,780,361	Indirect	By Funds

Footnotes

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.00 to $33.04, 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 (1) to this Form 4.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.00 to $33.05, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.00 to $33.99, 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 (3) to this Form 4.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.00 to $34.61, 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 (4) to this Form 4.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.01 to $33.99, 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 (5) to this Form 4.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.05 to $34.58, 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.
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 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 total consists of 1,713,598 shares held by Redpoint Ventures III, L.P. ("Redpoint Ventures") and 66,763 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.
Includes shares received as pro-rata distributions from the Funds (as defined in Footnote 9).