X0306 4 2014-04-02 0 0001459417 2U, Inc. TWOU 0001201583 HALEY TIMOTHY M C/O 2U, INC. 8201 CORPORATE DRIVE, SUITE 900 LANDOVER MD 20785 1 0 1 0 Common Stock 2014-04-02 4 C 0 7234906 A 7234906 I By funds Series A Preferred Stock 2014-04-02 4 C 0 4728505 0.00 D Common Stock 4728505 0 I By funds Series B Preferred Stock 2014-04-02 4 C 0 1185498 0.00 D Common Stock 1185498 0 I By funds Series C Preferred Stock 2014-04-02 4 C 0 681075 0.00 D Common Stock 681075 0 I By funds Series D Preferred Stock 2014-04-02 4 C 0 639828 0.00 D Common Stock 639828 0 I By funds The total represents shares received upon conversion of shares of Series A, 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 6,963,598 shares held by Redpoint Ventures III, L.P. ("Redpoint Ventures") and 271,308 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. Consisted of 4,551,186 shares held by Redpoint Ventures and 177,319 shares held by Redpoint Associates. Consisted of 1,141,042 shares held by Redpoint Ventures and 44,456 shares held by Redpoint Associates. Consisted of 655,535 shares held by Redpoint Ventures and 25,540 shares held by Redpoint Associates. Consisted of 615,835 shares held by Redpoint Ventures and 23,993 shares held by Redpoint Associates. /s/ Brian F. Leaf, attorney-in-fact 2014-04-02