X0306 4 2015-05-01 0 0001459417 2U, Inc. TWOU 0001246979 COHEN ROBERT C/O 2U, INC. 8201 CORPORATE DRIVE, SUITE 900 LANDOVER MD 20785 0 1 0 0 President and COO Common Stock 2015-05-01 4 S 0 10000 26.66 D 343949 D Common Stock 2015-05-01 4 S 0 10000 26.66 D 258000 I By Robert L. Cohen 2012 Irrevocable Trust These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 9, 2014. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.36 to $26.87, inclusive. The reporting person undertakes to provide to 2U, Inc., any security holder of 2U, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4. These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the Robert L. Cohen 2012 Irrevocable Trust on December 9, 2014. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.34 to $26.87, inclusive. The reporting person undertakes to provide to 2U, Inc., any security holder of 2U, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (4) to this Form 4. These shares are held in a trust for the benefit of the reporting person's spouse and children. The reporting person's spouse is the trustee of the trust. The reporting person disclaims beneficial ownership of these securities. Matthew J. Norden, attorney-in-fact 2015-05-01