Sec Form 4 Filing - CHERNIS MARK @ 2U, Inc. - 2022-03-10

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
CHERNIS MARK
2. Issuer Name and Ticker or Trading Symbol
2U, Inc. [ TWOU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last) (First) (Middle)
C/O 2U, INC., 7900 HARKINS ROAD
3. Date of Earliest Transaction (MM/DD/YY)
03/10/2022
(Street)
LANHAM, MD20706
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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( 1 ) 03/10/2022 A 198,448( 2 ) A $ 0 548,387 D
Common Stock( 3 ) 03/10/2022 A 9,887( 4 ) A $ 0 558,274 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CHERNIS MARK
C/O 2U, INC.
7900 HARKINS ROAD
LANHAM, MD20706
Chief Operating Officer
Signatures
/s/ Matthew J. Norden, attorney-in-fact 03/14/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )The restricted stock unit award will vest quarterly in equal installments as to 1/12th of the underlying shares beginning on April 1, 2022, and continuing in equal quarterly installments until 100% vested, subject to the reporting person's continued service with the issuer as of the applicable vesting date.
( 3 )The security represents restricted stock units granted to the reporting person in connection with the certification of performance metrics of performance-based restricted stock units previously granted to the reporting person. Each restricted stock unit represents a contingent right to receive one share of common stock of the issuer.
( 4 )On March 2, 2021, the reporting person was granted an award of performance-based restricted stock units, which vest in the form of common stock based upon metrics previously established by the Compensation Committee of the issuer's Board of Directors as measured over three one-year performance periods commencing on January 1, 2021, January 1,2022 and January 1, 2023, respectively. On March 10, 2022, the Compensation Committee determined the achievement percentage attained for the first performance period of the award, which resulted in the acquisition of these restricted stock units. The shares underlying these restricted stock units will vest in full on December 31, 2024 at the end of all performance periods, subject to the reporting person's continued service with the issuer through such 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.