Sec Form 4/A Filing - LARSON JOHN M @ 2U, Inc. - 2019-05-22

FORM 4/A 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 LARSON JOHN 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) 05/22/2019 (Street) LANHAM, MD20706 4. If Amendment, Date Original Filed (MM/DD/YY) 08/12/2019 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 05/22/2019 J 45,208 ( 1 ) A $ 0 ( 2 ) 141,430 I By Triumph Capital ( 3 )

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

LARSON JOHN M C/O 2U, INC. 7900 HARKINS ROAD LANHAM, MD20706 Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other X Signatures /s/ Matthew J. Norden, attorney-in-fact 05/07/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 12, 2019, the reporting person filed a Form 4 which inadvertently reported that, as further described in footnote 2, Triumph Capital, LLC ("Triumph"), received 41,689 shares as part of its pro rata consideration in respect of the Company's acquisition of Trilogy Education Services, Inc. ("Trilogy") pursuant to the Agreement and Plan of Merger, dated April 7, 2019, by and among the Company, Trilogy and the other parties thereto (the "Merger Agreement"). In fact, as reported in this amendment and further described in footnote 2, Triumph received 45,208 shares of common stock. ( 2 )Triumph is a former stockholder of Trilogy. On May 22, 2019 (the "Closing"), Triumph received 45,208 shares and cash as its pro rata consideration in respect of the Company's acquisition of Trilogy pursuant to the Merger Agreement, of which 3,519 shares were held in escrow, with 2,199 of those shares held in escrow until the 12-month anniversary of the Closing, and the remaining 1,320 shares held in escrow until the 18-month anniversary of the Closing. ( 3 )These shares are held by Triumph. The reporting person is the sole member of Triumph.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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