0000899243-15-004573.txt : 20150908
0000899243-15-004573.hdr.sgml : 20150907
20150908190030
ACCESSION NUMBER: 0000899243-15-004573
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150903
FILED AS OF DATE: 20150908
DATE AS OF CHANGE: 20150908
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: 151097739
MAIL ADDRESS:
STREET 1: 211 HOMMOCKS ROAD
CITY: LARCHMONT
STATE: NY
ZIP: 10538
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2015-09-03
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
2015-09-03
4
S
0
0
0.00
D
0
I
By Funds
Common Stock
39648
D
On September 3, 2015, Deer VII & Co. L.P. ("Deer VII"), the general partner of Bessemer Venture Partners VII, L.P. ("BVP VII"), Bessemer Venture Partners VII Institutional L.P. ("BVP VII Inst"), and BVP VII Special Opportunity Fund L.P. ("BVP VII SOF," and together with BVP VII and BVP VII Inst, the "Funds") sold an aggregate of 11,038 shares of Common Stock of the Issuer (the "shares") at the weighted average sale price of $35.0002. The shares sold were received by Deer VII in distributions-in-kind by the Funds, which distributions were made in accordance with the exemption afforded by Rules 16a-9 and 16a-13 of the Securities Exchange Act of 1934, as amended (the "DIKs").
(continued from footnote 1) The shares were sold in multiple transactions at prices ranging from $35.050 to $35.260. 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.
After the above transaction, BVP VII owned 498,578 shares, BVP VII Inst owned 218,127 shares, and BVP VII SOF owned 841,352 shares. Deer VII held no shares.
The reporting person is a director of Deer VII & Co. Ltd. ("Deer VII Ltd"), which is the general partner of Deer VII, 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 Ltd, his interest in Deer VII, 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.
The amount reported consists of 8,734 restricted stock units, each of which represents a contingent right to receive one share of common stock of the issuer, and shares of common stock of the issuer, which were received in the DIKs. 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.
/s/ Robert M. Stavis
2015-09-04