X0306 4 2016-01-02 0 0001459417 2U, Inc. TWOU 0001662724 Papaconstantopoulos Andrea C/O 2U, INC. 8201 CORPORATE DRIVE, SUITE 900 LANDOVER MD 20785 0 1 0 0 SVP, Corp Controller & CAO Common Stock 2016-01-02 4 A 0 848 0.00 A 848 D Stock Option (right to buy) 27.98 2016-01-02 4 A 0 1899 0.00 A 2026-01-02 Common Stock 1899 1899 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 restricted stock unit award will vest as to one-fourth of the underlying shares on each of January 2, 2017, 2018, 2019 and 2020, subject to the reporting person's continued service with the issuer as of the applicable vesting date. The option award will vest as follows: 25% of the underlying shares will vest on January 2, 2017, and the remaining 75% of the underlying shares will vest in equal monthly installments each month thereafter for 36 months, subject to the reporting person's continued service with the issuer as of the applicable vesting date. Matthew J. Norden, attorney-in-fact 2016-01-05