0000899243-16-034770.txt : 20161202 0000899243-16-034770.hdr.sgml : 20161202 20161202071556 ACCESSION NUMBER: 0000899243-16-034770 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161129 FILED AS OF DATE: 20161202 DATE AS OF CHANGE: 20161202 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: 162029813 MAIL ADDRESS: STREET 1: 211 HOMMOCKS ROAD CITY: LARCHMONT STATE: NY ZIP: 10538 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-11-29 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 2016-11-29 4 S 0 0 0.00 D 0 I See Footnote Common Stock 111908 D On November 29, 2016, Bessemer Venture Partners VII, L.P. ("BVP VII") sold 2,318 shares of Common Stock of the Issuer (the "shares"), Bessemer Venture Partners VII Institutional L.P. ("BVP VII Inst") sold 1,013 shares, and BVP VII Special Opportunity Fund L.P. ("BVP VII SOF," and together with BVP VII and BVP VII Inst, the "Funds") sold 3,907 shares. The shares were sold in one execution at a price per share of $35.24. After the reported transaction, none of the Funds owned any shares. 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 each 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 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. The amount reported includes 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. 28,130 shares are held directly by the reporting person, 35,707 shares are held by Stavis Ventures II, LLC ("Stavis Ventures"), and the remaining 35,740 shares are held by Stavco Venture Holdings LLC ("Stavco Venture Holdings"). Stavis Ventures and Stavco Venture Holdings 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, if any. Includes 19,585 shares, 24,860 shares and 24,218 shares received by the reporting person, Stavis Ventures and Stavco Venture Holdings, respectively, in distributions-in-kind by the Funds on November 22, 2016, which distributions were made in accordance with the exemptions afforded by Rules 16a-9 and 16a-13 of the Securities Exchange Act of 1934, as amended. /s/ Robert Stavis 2016-12-01