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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
1603516	James Kenigsberg	C/O 2U, Inc. 8201 Corporate Drive, Suite 900 Landover MD 20785	Chief Technology 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
Common Stock	Acquisiton	2015-06-03	5,000	$5.75	42,915	No	4	M	Direct
Common Stock	Disposition	2015-06-03	5,000	$28.24	37,915	No	4	S	Direct
Common Stock	Acquisiton	2015-06-03	2,513	$11.00	40,428	No	4	M	Direct
Common Stock	Disposition	2015-06-03	2,513	$28.24	37,915	No	4	S	Direct

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

Reported Derivative Transactions

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Employee Stock Option (right to buy)	Disposition	2015-06-03	5,000	$0.00	5,000	$5.75
Common Stock	Employee Stock Option (right to buy)	Disposition	2015-06-03	2,513	$0.00	2,513	$11.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
35,000		2023-02-25	No	4	M	Direct
44,174		2024-03-06	No	4	M	Direct

Footnotes

The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 12, 2015.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.14 to $28.31, 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 footnotes (2) and (3) to this Form 4.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.17 to $28.29, inclusive.
25% of the shares underlying this option vested on February 25, 2014 and the remaining shares vest in 36 equal monthly installments thereafter, subject to the reporting person's continued service with the issuer as of the applicable vesting date.
25% of the shares underlying this option vested on January 31, 2015 and the remaining shares vest in 36 equal monthly installments thereafter, subject to the reporting person's continued service with the issuer as of the applicable vesting date.