Sec Form 4 Filing - STAVIS ROBERT M @ 2U, Inc. - 2020-05-04

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
STAVIS ROBERT 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 ROD
3. Date of Earliest Transaction (MM/DD/YY)
05/04/2020
(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 ) 05/04/2020 A 7,874 ( 2 ) A $ 0 25,986 ( 3 ) D
Common Stock ( 1 ) 05/04/2020 A 984 ( 2 ) A $ 25.4 ( 4 ) 26,970 ( 3 ) D
Common Stock ( 1 ) 05/04/2020 A 590 ( 2 ) A $ 0 27,560 ( 3 ) D
Common Stock ( 1 ) 05/04/2020 A 196 ( 2 ) A $ 25.4 ( 5 ) 27,756 ( 3 ) D
Common Stock 103,130 D
Common Stock 35,707 I See footnote ( 6 )
Common Stock 35,740 I See footnote ( 7 )
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
STAVIS ROBERT M
C/O 2U, INC.
7900 HARKINS ROD
LANHAM, MD20706
X
Signatures
/s/ Matthew J. Norden, attorney-in-fact 05/06/2020
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 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.
( 3 )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.
( 4 )The restricted stock units were issued to the reporting person in lieu of annual director retainer fees of $25,000.
( 5 )The restricted stock units were issued to the reporting person in lieu of annual chairman retainer fees of $5,000.
( 6 )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.
( 7 )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.

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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