X0306 4 2017-12-07 0 0001459417 2U, Inc. TWOU 0001013713 MAEDER PAUL A C/O 2U, INC. 7900 HARKINS ROAD LANHAM MD 20706 1 0 0 0 Common Stock 2017-12-07 4 P 0 4800 60.69 A 20483 D Common Stock 2017-12-07 4 P 0 29115 61.61 A 49598 D Common Stock 2017-12-07 4 P 0 1900 60.07 A 7931 I By Altaheide LLC Common Stock 2017-12-07 4 P 0 11207 61.23 A 19138 I By Altaheide LLC Common Stock 2017-12-07 4 P 0 20808 61.66 A 39946 I By Altaheide LLC The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $60.11 to $61.09, inclusive. The reporting person undertakes to provide to 2U, Inc., any security holder of 2U, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote (1) to this Form 4. The amount reflected in column 5 includes 99 shares of the issuer's common stock that the Reporting Person received in pro-rata in-kind distributions, which constituted a change in form of ownership from one form of indirect holding to another, and was not required to be reported pursuant to Section 16. The number of shares reported herein as beneficially owned following the reported transactions gives effect to these distributions. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $61.11 to $62.08, inclusive. The reporting person undertakes to provide to 2U, Inc., any security holder of 2U, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote (3) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $59.50 to $60.49, inclusive. The reporting person undertakes to provide to 2U, Inc., any security holder of 2U, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote (4) to this Form 4. The amount reflected in column 5 includes 6,031 shares of the issuer's common stock that Altaheide LLC received in pro-rata in-kind distributions, which constituted a change in form of ownership from one form of indirect holding to another, and was not required to be reported pursuant to Section 16. The number of shares reported herein as beneficially owned following the reported transactions gives effect to these distributions. These shares are held by Altaheide LLC, the sole members of which are certain trusts for the benefit of the reporting person's children. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $60.54 to $61.53, inclusive. The reporting person undertakes to provide to 2U, Inc., any security holder of 2U, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote (7) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $61.54 to $62.04, inclusive. The reporting person undertakes to provide to 2U, Inc., any security holder of 2U, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote (8) to this Form 4. /s/ Matthew Norden, attorney-in-fact 2017-12-11