X0306 4 2014-04-02 0 0001459417 2U, Inc. TWOU 0001013713 MAEDER PAUL A C/O 2U, INC. 8201 CORPORATE DRIVE LANDOVER MD 20785 1 0 0 0 Common Stock 2014-04-02 4 C 0 3543165 A 3543165 I By funds Series B Preferred Stock 2014-04-02 4 C 0 2747352 0.00 D Common Stock 2747352 0 I By funds Series C Preferred Stock 2014-04-02 4 C 0 475899 0.00 D Common Stock 475899 0 I By funds Series D Preferred Stock 2014-04-02 4 C 0 319914 0.00 D Common Stock 319914 0 I By funds The total represents shares received upon conversion of shares of Series B, Series C and Series D convertible preferred stock. Effective upon the closing of the issuer's initial public offering of its common stock, each share of convertible preferred stock automatically converted into one share of common stock. The convertible preferred stock had no expiration date. The total consists of (i) 2,178,336 shares held by Highland Capital Partners VII, Limited Partnership ("Highland VII"), (ii) 527,852 shares held by Highland Capital Partners VII-B, Limited Partnership ("Highland VII-B"), (iii) 768,720 shares held by Highland Capital Partners VII-C, Limited Partnership ("Highland VII-C") and (iv) 68,257 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. Consisted of (i) 1,689,070 shares held by Highland VII, (ii) 409,294 shares held by Highland VII-B, (iii) 596,062 shares held by Highland VII-C and (iv) 52,926 shares held by Highland Entrepreneurs. Consisted 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. Consisted 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. /s/ Brian F. Leaf, attorney-in-fact 2014-04-02