FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
2U, Inc. [ TWOU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/02/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 04/02/2014 | C | 3,543,165(1) | A | (2) | 3,543,165 | I | By funds(3)(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series B Preferred Stock | (2) | 04/02/2014 | C | 2,747,352 | (2) | (2) | Common Stock | 2,747,352 | $0.00 | 0 | I | By funds(4)(5) | |||
Series C Preferred Stock | (2) | 04/02/2014 | C | 475,899 | (2) | (2) | Common Stock | 475,899 | $0.00 | 0 | I | By funds(4)(6) | |||
Series D Preferred Stock | (2) | 04/02/2014 | C | 319,914 | (2) | (2) | Common Stock | 319,914 | $0.00 | 0 | I | By funds(4)(7) |
Explanation of Responses: |
1. The total represents shares received upon conversion of shares of Series B, Series C and Series D convertible preferred stock. |
2. Effective upon the closing of the issuer's initial public offering of its common stock, each share of convertible preferred stock automatically converted into one share of common stock. The convertible preferred stock had no expiration date. |
3. The total consists of (i) 2,178,336 shares held by Highland Capital Partners VII, Limited Partnership ("Highland VII"), (ii) 527,852 shares held by Highland Capital Partners VII-B, Limited Partnership ("Highland VII-B"), (iii) 768,720 shares held by Highland Capital Partners VII-C, Limited Partnership ("Highland VII-C") and (iv) 68,257 shares held by Highland Entrepreneurs' Fund VII, Limited Partnership ("Highland Entrepreneurs" and, together with Highland VII, Highland VII-B and Highland VII-C, the "Funds"). |
4. Highland Management Partners VII, Limited Partnership ("HMP LP") is the general partner of each of the Funds. Highland Management Partners VII, LLC ("HMP LLC") is the general partner of HMP LP. The reporting person is one of the managing members of HMP LLC. The reporting person disclaims beneficial ownership of the securities held by the Funds, except to the extent of his pecuniary interest therein. |
5. Consisted of (i) 1,689,070 shares held by Highland VII, (ii) 409,294 shares held by Highland VII-B, (iii) 596,062 shares held by Highland VII-C and (iv) 52,926 shares held by Highland Entrepreneurs. |
6. Consisted of (i) 292,583 shares held by Highland VII, (ii) 70,898 shares held by Highland VII-B, (iii) 103,250 shares held by Highland VII-C and (iv) 9,168 shares held by Highland Entrepreneurs. |
7. Consisted of (i) 196,683 shares held by Highland VII, (ii) 47,660 shares held by Highland VII-B, (iii) 69,408 shares held by Highland VII-C and (iv) 6,163 shares held by Highland Entrepreneurs. |
Remarks: |
/s/ Brian F. Leaf, attorney-in-fact | 04/02/2014 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |