X0206 3 2014-03-27 0 0001459417 2U, Inc. TWOU 0001013713 MAEDER PAUL A C/O 2U, INC. 8201 CORPORATE DRIVE LANDOVER MD 20785 1 0 0 0 Series B Preferred Stock Common Stock 2747352 I By Funds Series C Preferred Stock Common Stock 475899 I By Funds Series D Preferred Stock Common Stock 319914 I By Funds 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. These shares consist of (i) 1,689,070 shares held by Highland Capital Partners VII, Limited Partnership ("Highland VII"), (ii) 409,294 shares held by Highland Capital Partners VII-B, Limited Partnership ("Highland VII-B"), (iii) 596,062 shares held by Highland Capital Partners VII-C, Limited Partnership ("Highland VII-C") and (iv) 52,926 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"). 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. These shares consist of (i) 292,583 shares held by Highland VII, (ii) 70,898 shares held by Highland VII-B, (iii) 103,250 shares held by Highland VII-C and (iv) 9,168 shares held by Highland Entrepreneurs. These shares consist of (i) 196,683 shares held by Highland VII, (ii) 47,660 shares held by Highland VII-B, (iii) 69,408 shares held by Highland VII-C and (iv) 6,163 shares held by Highland Entrepreneurs. Exhibit List Exhibit 24.1 - Power of Attorney /s/ Brian F. Leaf, Attorney-in-fact 2014-03-27