SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HALEY TIMOTHY M
(Last) (First) (Middle)
C/O 2U, INC.
8201 CORPORATE DRIVE, SUITE 900
(Street)
LANDOVER MD 20785
(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
03/10/2016
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 03/10/2016 J(1) 1,000,000 D $0.00 4,213,598 I By Redpoint Ventures III, L.P.(1)(2)
Common Stock 03/10/2016 J(3) 38,961 D $0.00 164,165 I By Redpoint Associates III, LLC(2)(3)
Common Stock 03/10/2016 J(4) 307,000 A $0.00 307,000 I By Redpoint Ventures III, LLC(2)
Common Stock 03/10/2016 J(5) 307,000 D $0.00 0 I By Redpoint Ventures III, LLC(2)
Common Stock 03/10/2016 J(6) 38,765 A $0.00 97,593 I By Family Trust(6)
Common Stock 03/10/2016 J(7) 8,814 A $0.00 24,237 I By Partnership(7)
Common Stock 9,900 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 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: 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
Explanation of Responses:
1. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Redpoint Ventures III, L.P. ("RV III LP") effected following the close of the trading market on March 10, 2016 without consideration to its limited partners and its general partner, Redpoint Ventures III, LLC ("RV III LLC").
2. RV III LLC serves as the general partner of RV III LP. 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.
3. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Redpoint Associates III, LLC ("RA III") effected following the close of the trading market on March 10, 2016 without consideration to its members.
4. Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer by RV III LP described in footnote (1) above.
5. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by RV III LLC effected following the close of the trading market on March 10, 2016 without consideration to its members.
6. Represents a change in the form of ownership from one form of indirect to another by virtue of the receipt of shares of Common Stock of the Issuer in the pro-rata in-kind distributions described in footnotes (3) and (5) above. The shares are held by the Haley-McGourty Family Trust U/D/T 9/27/96 (the "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.
7. Represents a change in the form of ownership from one form of indirect to another by virtue of the receipt of shares of Common Stock of the Issuer in the pro-rata in-kind distribution described in footnote (5) above. 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.
Remarks:
/s/ Timothy M. Haley 03/14/2016
** 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).
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.