SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

HALEY TIMOTHY M

(Last)

(First)

(Middle)

C/O 2U, INC.

8201 CORPORATE DRIVE, SUITE 900

(Street)

LANDOVER

20785

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/27/2014

3. Issuer Name and Ticker or Trading Symbol
2U, Inc. [ TWOU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	4,728,505	⁽¹⁾	I	By Funds⁽²⁾⁽³⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,185,498	⁽¹⁾	I	By Funds⁽³⁾⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	681,075	⁽¹⁾	I	By Funds⁽³⁾⁽⁵⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	639,828	⁽¹⁾	I	By Funds⁽³⁾⁽⁶⁾

Explanation of Responses:

1. 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.

2. These shares consist of (i) 4,551,186 shares held by Redpoint Ventures III, L.P. ("Redpoint Ventures") and (ii) 177,319 shares held by Redpoint Associates III, LLC ("Redpoint Associates" and together with Redpoint Ventures, the "Funds").

3. 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.

4. These shares consist of (i) 1,141,042 shares held by Redpoint Ventures and (ii) 44,456 shares held by Redpoint Associates.

5. These shares consist of (i) 655,535 shares held by Redpoint Ventures and (ii) 25,540 shares held by Redpoint Associates.

6. These shares consist of (i) 615,835 shares held by Redpoint Ventures and (ii) 23,993 shares held by Redpoint Associates.

Remarks:

Exhibit List Exhibit 24.1 - Power of Attorney

	/s/ Brian F. Leaf, Attorney-in-fact	03/27/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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