2U, Inc.
2U, Inc. (Form: 4, Received: 05/22/2017 19:39:14)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

HALEY TIMOTHY M
2. Issuer Name and Ticker or Trading Symbol

2U, Inc. [ TWOU ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O 2U, INC., 7900 HARKINS ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

5/18/2017
(Street)

LANHAM, MD 20706
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/18/2017     M    7389   A $12.94   23454   D    
Common Stock   5/18/2017     S    7389   D $39.71   16065   D    
Common Stock   5/18/2017     M    1652   A $23.07   17717   D    
Common Stock   5/18/2017     S    1652   D $39.71   16065   D    
Common Stock   5/18/2017     M    2698   A $25.52   18763   D    
Common Stock   5/18/2017     S    2698   D $39.71   16065   D    
Common Stock   5/18/2017     S    11557   D $39.71   4508   D    
Common Stock                  0   (1) (3) I   By Redpoint Ventures III, L.P.   (1) (3) (4)
Common Stock                  0   (2) (3) I   By Redpoint Associates III, LLC   (2) (3) (4)
Common Stock                  90330   (1) (2) (3) I   By Family Trust   (5)
Common Stock                  16827   (1) (2) (3) I   By Partnership   (6)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Employee Stock Option (right to buy)   $12.94   5/18/2017     M         7389      (7) 4/11/2024   Common Stock   7389   $0   0   D    
Employee Stock Option (right to buy)   $25.52   5/18/2017     M         2698      (8) 4/1/2025   Common Stock   2698   $0   1350   D    
Employee Stock Option (right to buy)   $23.07   5/18/2017     M         1652      (9) 4/1/2026   Common Stock   1652   $0   3305   D    

Explanation of Responses:
(1)  Effective May 9, 2017, Redpoint Ventures III, L.P. effected a pro rata distribution in kind of all remaining shares of the Issuer's common stock that it held to its limited partners and its general partner, Redpoint Ventures III, LLC ("RV III LLC"), for no additional consideration. Immediately following the distribution, RV III LLC effected a pro rata distribution in kind of the shares that it received in the distribution to its members for no additional consideration.
(2)  Effective May 9, 2017, Redpoint Associates III, LLC ("RA III") effected a pro rata distribution in kind of all remaining shares of the Issuer's common stock that it held to its members for no additional consideration.
(3)  With respect to the Reporting Person, each of the distributions in footnotes 1 and 2 of this Form 4 constituted a change in form of ownership from one form of indirect holding to another, which was not required to be reported pursuant to Section 16. The number of shares reported herein as beneficially owned following the reported transactions gives effect to these distributions.
(4)  RV III LLC serves as the general partner of RV III LP. RV III LLC and RA III are under common control. The Reporting Person is a manager of RV III LLC and a manager of RA III. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.
(5)  The shares are held by Haley-McGourty Family Trust U/D/T 9/27/96 ("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.
(6)  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.
(7)  The shares underlying this option are fully vested.
(8)  The option award will vest as to one-third of the underlying shares on each of April 1, 2016, 2017 and 2018, subject to the reporting person's continued service with the issuer as of the applicable vesting date.
(9)  The option award will vest as to one-third of the underlying shares on each of April 1, 2017, 2018 and 2019, subject to the reporting person's continued service with the issuer as of the applicable vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HALEY TIMOTHY M
C/O 2U, INC.
7900 HARKINS ROAD
LANHAM, MD 20706
X



Signatures
/s/ Matthew J. Norden, attorney-in-fact 5/22/2017
** 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).
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