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Filing Details

Accession Number:: 0001179110-16-033073
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-12-15 21:49:22
Reporting Period:: 2016-12-14

Filing Date:: 2016-12-15
Accepted Time:: 2016-12-15 21:49:22
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1459417	2U Inc.	2U	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1359083	J Christopher Paucek	C/O 2U, Inc. 8201 Corporate Drive, Suite 900 Landover MD 20785	Chief Executive Officer	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Disposition	2016-12-14	87,833	$32.13	154,844	No	4	S	Direct
Common Stock	Disposition	2016-12-15	13,100	$32.19	141,744	No	4	S	Direct
Common Stock	Acquisiton	2016-12-15	52,506	$3.08	194,250	No	4	M	Direct
Common Stock	Disposition	2016-12-15	52,506	$32.06	141,744	No	4	S	Direct

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

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Employee Stock Option (right to buy)	Acquisiton	2016-12-15	52,506	$0.00	52,506	$3.08

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
110,001		2022-02-27	No	4	M	Direct

Footnotes

he transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 11, 2016.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.86 to $32.69, 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.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.80 to $32.33, 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 (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 $31.90 to $32.22, 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.
The shares underlying this option are fully vested.