X0306 4 2016-03-10 1 0001459417 2U, Inc. TWOU 0001441297 Redpoint Ventures III, LLC 3000 SAND HILL ROAD, BUILDING 2, SUITE 290 MENLO PARK CA 94025 0 0 1 0 0001353575 REDPOINT VENTURES III LP 3000 SAND HILL ROAD, BUILDING 2, SUITE 290 MENLO PARK CA 94025 0 0 1 0 0001441299 Redpoint Associates III, LLC 3000 SAND HILL ROAD, BUILDING 2, SUITE 290 MENLO PARK CA 94025 0 0 1 0 Common Stock 2016-03-10 4 J 0 1000000 0.00 D 4213598 I By Redpoint Ventures III, L.P. Common Stock 2016-03-10 4 J 0 38961 0.00 D 164165 I By Redpoint Associates III, LLC Common Stock 2016-03-10 4 J 0 307000 0.00 A 307000 I By Redpoint Ventures III, LLC Common Stock 2016-03-10 4 J 0 307000 0.00 D 0 I By Redpoint Ventures III, LLC Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Redpoint Ventures III, L.P. ("RV III LP") effected following the close of the trading market on March 10, 2016 without consideration to its limited partners and its general partner, Redpoint Ventures III, LLC ("RV III LLC"). Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Redpoint Associates III, LLC ("RA III") effected following the close of the trading market on March 10, 2016 without consideration to its members. Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer by RV III LP described in footnote 1. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by RV III LLC effected following the close of the trading market on March 10, 2016 without consideration to its members. RV III LLC serves as the general partner of RV III LP. RV III LLC and RA III are under common control. As such, RV III LLC has sole voting and investment control over the shares owned by RV III LP, and may be deemed to beneficially own the shares held by RA III and RV III LP. RV III LLC disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein. REDPOINT VENTURES III, L.P., By: Redpoint Ventures III, LLC, Its: General Partner, By: /s/ Timothy M. Haley, Timothy M. Haley, Managing Director 2016-03-14 REDPOINT ASSOCIATES III, LLC, By: /s/ Timothy M. Haley, Timothy M. Haley, Manager 2016-03-14 REDPOINT VENTURES III, LLC, By: /s/ Timothy M. Haley, Timothy M. Haley, Managing Director 2016-03-14