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Filing Details

Accession Number:: 0001179110-17-015235
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-12-11 20:34:14
Reporting Period:: 2017-12-07

Accepted Time:: 2017-12-11 20:34:14
SEC Url:: Form 4 Filing

Issuer

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

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1013713	A Paul Maeder	C/O 2U, Inc. 7900 Harkins Road Lanham MD 20706		Yes	No	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	Explanation
Common Stock	Acquisiton	2017-12-07	4,800	$60.69	20,483	No	4	P	Direct
Common Stock	Acquisiton	2017-12-07	29,115	$61.61	49,598	No	4	P	Direct
Common Stock	Acquisiton	2017-12-07	1,900	$60.07	7,931	No	4	P	Indirect	By Altaheide LLC
Common Stock	Acquisiton	2017-12-07	11,207	$61.23	19,138	No	4	P	Indirect	By Altaheide LLC
Common Stock	Acquisiton	2017-12-07	20,808	$61.66	39,946	No	4	P	Indirect	By Altaheide LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct
No	4	P	Direct
No	4	P	Indirect	By Altaheide LLC
No	4	P	Indirect	By Altaheide LLC
No	4	P	Indirect	By Altaheide LLC

Footnotes

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $60.11 to $61.09, 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 purchased at each separate price within the ranges set forth in footnote (1) to this Form 4.
The amount reflected in column 5 includes 99 shares of the issuer's common stock that the Reporting Person received in pro-rata in-kind distributions, which constituted a change in form of ownership from one form of indirect holding to another, and was not required to be reported pursuant to Section 16. The number of shares reported herein as beneficially owned following the reported transactions gives effect to these distributions.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $61.11 to $62.08, 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 purchased 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 purchased in multiple transactions at prices ranging from $59.50 to $60.49, 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 purchased at each separate price within the ranges set forth in footnote (4) to this Form 4.
The amount reflected in column 5 includes 6,031 shares of the issuer's common stock that Altaheide LLC received in pro-rata in-kind distributions, which constituted a change in form of ownership from one form of indirect holding to another, and was not required to be reported pursuant to Section 16. The number of shares reported herein as beneficially owned following the reported transactions gives effect to these distributions.
These shares are held by Altaheide LLC, the sole members of which are certain trusts for the benefit of the reporting person's children. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $60.54 to $61.53, 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 purchased at each separate price within the ranges set forth in footnote (7) to this Form 4.
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $61.54 to $62.04, 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 purchased at each separate price within the ranges set forth in footnote (8) to this Form 4.