X0306 4 2016-04-05 0 0001459417 2U, Inc. TWOU 0001201583 HALEY TIMOTHY M 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 10983 D Common Stock 2016-04-05 4 A 0 2384 0.00 A 13367 D Common Stock 2016-04-05 4 A 0 217 0.00 A 13584 D Common Stock 2016-04-05 4 A 0 217 23.07 A 13801 D Common Stock 4377763 I By funds Common Stock 97593 I By Family Trust Common Stock 24237 I By Partnership 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 chairman retainer fees of $5,000. The total consists of 4,213,598 shares held by Redpoint Ventures III, L.P. ("Redpoint Ventures") and 164,165 shares held by Redpoint Associates III, LLC ("Redpoint Associates," and together with Redpoint Ventures, the "Funds"). The shares held by Redpoint Ventures are indirectly held by Redpoint Ventures III, LLC, the general partner of Redpoint Ventures. The reporting person is a manager of Redpoint Ventures III, LLC and a manager of Redpoint Associates. The reporting person disclaims beneficial ownership of the securities held by the Funds, except to the extent of his pecuniary interest therein. 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. 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. 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