Sec Form 4 Filing - HALEY TIMOTHY M @ 2U, Inc. - 2017-05-18

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HALEY TIMOTHY M 2. Issuer Name and Ticker or Trading Symbol 2U, Inc. [ TWOU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O 2U, INC., 7900 HARKINS ROAD 3. Date of Earliest Transaction (MM/DD/YY) 05/18/2017 (Street) LANHAM, MD20706 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/18/2017 M 7,389 A $ 12.94 23,454 D Common Stock 05/18/2017 S 7,389 D $ 39.71 16,065 D Common Stock 05/18/2017 M 1,652 A $ 23.07 17,717 D Common Stock 05/18/2017 S 1,652 D $ 39.71 16,065 D Common Stock 05/18/2017 M 2,698 A $ 25.52 18,763 D Common Stock 05/18/2017 S 2,698 D $ 39.71 16,065 D Common Stock 05/18/2017 S 11,557 D $ 39.71 4,508 D Common Stock 0 ( 1 ) ( 3 ) I By Redpoint Ventures III, L.P. ( 1 ) ( 3 ) ( 4 ) Common Stock 0 ( 2 ) ( 3 ) I By Redpoint Associates III, LLC ( 2 ) ( 3 ) ( 4 ) Common Stock 90,330 ( 1 ) ( 2 ) ( 3 ) I By Family Trust ( 5 ) Common Stock 16,827 ( 1 ) ( 2 ) ( 3 ) I By Partnership ( 6 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (right to buy) $ 12.94 05/18/2017 M 7,389 ( 7 ) 04/11/2024 Common Stock 7,389 $ 0 0 D Employee Stock Option (right to buy) $ 25.52 05/18/2017 M 2,698 ( 8 ) 04/01/2025 Common Stock 2,698 $ 0 1,350 D Employee Stock Option (right to buy) $ 23.07 05/18/2017 M 1,652 ( 9 ) 04/01/2026 Common Stock 1,652 $ 0 3,305 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HALEY TIMOTHY M C/O 2U, INC. 7900 HARKINS ROAD LANHAM, MD20706 X Signatures /s/ Matthew J. Norden, attorney-in-fact 05/22/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Effective May 9, 2017, Redpoint Ventures III, L.P. effected a pro rata distribution in kind of all remaining shares of the Issuer's common stock that it held to its limited partners and its general partner, Redpoint Ventures III, LLC ("RV III LLC"), for no additional consideration. Immediately following the distribution, RV III LLC effected a pro rata distribution in kind of the shares that it received in the distribution to its members for no additional consideration. ( 2 )Effective May 9, 2017, Redpoint Associates III, LLC ("RA III") effected a pro rata distribution in kind of all remaining shares of the Issuer's common stock that it held to its members for no additional consideration. ( 3 )With respect to the Reporting Person, each of the distributions in footnotes 1 and 2 of this Form 4 constituted a change in form of ownership from one form of indirect holding to another, which 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. ( 4 )RV III LLC serves as the general partner of RV III LP. RV III LLC and RA III are under common control. The Reporting Person is a manager of RV III LLC and a manager of RA III. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein. ( 5 )The shares are held by Haley-McGourty Family Trust U/D/T 9/27/96 ("Family Trust"). The Reporting Person is a trustee of the Family Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Family Trust except to the extent of his proportionate pecuniary interest therein. ( 6 )The shares are held by Haley-McGourty Partners (the "Partnership"). The Reporting Person is a general partner of the Partnership. The Reporting Person disclaims beneficial ownership of the shares held by the Partnership except to the extent of his proportionate pecuniary interest therein. ( 7 )The shares underlying this option are fully vested. ( 8 )The option award will vest as to one-third of the underlying shares on each of April 1, 2016, 2017 and 2018, subject to the reporting person's continued service with the issuer as of the applicable vesting date. ( 9 )The option award will vest as to one-third of the underlying shares on each of April 1, 2017, 2018 and 2019, subject to the reporting person's continued service with the issuer as of the applicable vesting date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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