SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

COHEN ROBERT

(Last)

(First)

(Middle)

C/O 2U, INC.

8201 CORPORATE DRIVE, SUITE 900

(Street)

LANDOVER

20785

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/27/2014

3. Issuer Name and Ticker or Trading Symbol
2U, Inc. [ TWOU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	101,774	D
Common Stock	300,000	I	By Robert L. Cohen 2012 Irrevocable Trust⁽¹⁾
Common Stock⁽²⁾	40,000⁽³⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	223,470	⁽⁴⁾	D
Series B Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	106,474	⁽⁴⁾	D
Employee Stock Option (right to buy)	⁽⁵⁾	06/08/2020	Common Stock	18,006	$1.82	D
Employee Stock Option (right to buy)	⁽⁶⁾	02/13/2022	Common Stock	181,020	$3.08	D
Employee Stock Option (right to buy)	⁽⁷⁾	02/28/2022	Common Stock	6,406	$3.08	D
Employee Stock Option (right to buy)	⁽⁸⁾	03/06/2024	Common Stock	76,081	$11	D

Explanation of Responses:

1. These shares are held in a trust for the benefit of the reporting person's spouse and children. The reporting person's spouse is the trustee of the trust. The reporting person disclaims beneficial ownership of these securities.

2. 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.

3. The restricted stock unit award will vest as to 25% of the underlying shares on each of January 31, 2015, 2016, 2017 and 2018, subject to the reporting person's continued service with the isser as of the applicable vesting date.

4. Each share of preferred stock is convertible, at any time, at the holder's election, into the issuer's common stock on a 1-for-1 basis. In addition, effective immediately prior to the closing of the issuer's initial public offering of its common stock, each share of preferred stock will automatically convert into one share of the issuer's common stock. The preferred stock has no expiration date.

5. 25% of the shares underlying this option vested on June 8, 2011 and the remaining shares vest in 36 equal monthly installments thereafter, subject to the reporting person's continued service with the issuer as of the applicable vesting date.

6. 25% of the shares underlying this option vested on January 1, 2013 and the remaining shares vest in 36 equal monthly installments thereafter, subject to the reporting person's continued service with the issuer as of the applicable vesting date.

7. The shares underlying this option are fully vested.

8. 25% of the shares underlying this option will vest on January 31, 2015 and the remaining shares vest in 36 equal monthly installments thereafter, subject to the reporting person's continued service with the issuer as of the applicable vesting date.

Remarks:

Exhibit List Exhibit 24.1 - Power of Attorney

	/s/ Brian F. Leaf, Attorney-in-fact	03/27/2014
	** 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 5 (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.