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Filing Details

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1459417	2U Inc.	TWOU	Services-Prepackaged Software (7372)	262335939

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1246979	Robert Cohen	C/O 2U, Inc. 8201 Corporate Drive, Suite 900 Landover MD 20785	Chief Operating Officer	No	Yes	No	No

Reported Non-Derivative Transactions

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2014-04-02	329,944	$0.00	471,718	No	4	C	Direct
Common Stock	Disposition	2014-04-02	85,000	$12.09	386,718	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Direct
No	4	S	Direct

Reported Derivative Transactions

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Preferred Stock	Disposition	2014-04-02	223,470	$0.00	223,470	$0.00
Common Stock	Series B Preferred Stock	Disposition	2014-04-02	106,474	$0.00	106,474	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Direct
0			No	4	C	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	300,000	Indirect	By Robert L. Cohen 2012 Irrevocable Trust

Footnotes

The total represents shares received upon conversion of shares of Series A and Series B 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.
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.