Form Type: 4

SEC EDGAR Link
Acccession Number:0001209191-20-027574
Date:2020-05-04
Issuer: 2U, INC. (TWOU)
Original Submission Date:

Reporting Person:

STAVIS ROBERT M
C/O 2U, INC.
7900 HARKINS ROD LANHAM, MD 20706

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2020-05-04 A 7,874 a $0.00 25,986 direct
COMMON STOCK 2020-05-04 A 984 a $25.40 26,970 direct
COMMON STOCK 2020-05-04 A 590 a $0.00 27,560 direct
COMMON STOCK 2020-05-04 A 196 a $25.40 27,756 direct
COMMON STOCK 0 $0.00 103,130 direct
COMMON STOCK 0 $0.00 35,707 indirect f6
COMMON STOCK 0 $0.00 35,740 indirect f7
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 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.
f2 the shares underlying this restricted stock unit award will vest in full on april 1, 2021, subject to the reporting person's continued service as a director of the issuer as of that date.
f3 the reporting person has agreed to assign to deer management co. llc the right to any shares issuable pursuant to the restricted stock unit award or any proceeds from the sale thereof; accordingly, the reporting person disclaims beneficial ownership of these restricted stock units except to the extent of his pecuniary interest therein, if any.
f4 the restricted stock units were issued to the reporting person in lieu of annual director retainer fees of $25,000.
f5 the restricted stock units were issued to the reporting person in lieu of annual chairman retainer fees of $5,000.
f6 the shares reported are held by stavis ventures ii, llc ("stavis ventures"). stavis ventures is controlled by the reporting person, and the reporting person disclaims beneficial ownership of the shares held by this entity, except to the extent of his pecuniary interest therein, if any.
f7 the shares reported are held by stavco venture holdings llc ("stavco venture holdings"). stavco venture holdings is controlled by the spouse of the reporting person, and the reporting person disclaims beneficial ownership of the shares held by this entity, except to the extent of his pecuniary interest therein, if any.

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