X0306 4 2016-04-05 0 0001459417 2U, Inc. TWOU 0001013713 MAEDER PAUL A C/O 2U, INC. 8201 CORPORATE DRIVE, SUITE 900 LANDOVER MD 20785 1 0 0 0 Common Stock 2016-04-05 4 A 0 1083 23.07 A 9817 D Common Stock 2016-04-05 4 A 0 2384 0.00 A 12201 D Common Stock 2016-04-05 4 A 0 650 0.00 A 12851 D Common Stock 2016-04-05 4 A 0 217 23.07 A 13068 D Common Stock 1293165 I By funds Employee Stock Option (right to buy) 23.07 2016-04-05 4 A 0 4957 0.00 A 2026-04-01 Common Stock 4957 4957 D 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. The shares underlying this restricted stock unit award will vest in full on April 1, 2017, subject to the reporting person's continued service as a director of the issuer as of that date. The restricted stock units were issued to the reporting person in lieu of annual director retainer fees of $25,000. The restricted stock unit 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 as a director of the issuer as of the applicable vesting date. The restricted stock units were issued to the reporting person in lieu of annual chair retainer fees of $5,000. The total consists of (i) 795,038 shares held by Highland Capital Partners VII, Limited Partnership ("Highland VII"), (ii) 192,652 shares held by Highland Capital Partners VII-B, Limited Partnership ("Highland VII-B"), (iii) 280,563 shares held by Highland Capital Partners VII-C, Limited Partnership ("Highland VII-C") and (iv) 24,912 shares held by Highland Entrepreneurs' Fund VII, Limited Partnership ("Highland Entrepreneurs" and, together with Highland VII, Highland VII-B and Highland VII-C, the "Funds"). Reduction in shares due to a pro rata share distribution by each of the Funds to their respective limited partners. Highland Management Partners VII, Limited Partnership ("HMP LP") is the general partner of each of the Funds. Highland Management Partners VII, LLC ("HMP LLC") is the general partner of HMP LP. The reporting person is one of the managing members of HMP LLC. The reporting person disclaims beneficial ownership of the securities held by the Funds, except to the extent of his pecuniary interest therein. 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. Matthew J. Norden, attorney-in-fact 2016-04-07