8201 Corporate Drive, Suite 900 Landover, Maryland 20785 |
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March 25, 2014
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 3030
Washington, D.C. 20549
Attn: Mr. Matthew Crispino
Ms. Barbara C. Jacobs
Re: 2U, Inc.
Registration Statement on Form S-1
File No. 333-194079
Acceleration Request
Requested Date: Thursday, March 27, 2014
Requested Time: 4:00 P.M. Eastern Daylight Time
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 (File No. 333-194079) (the “Registration Statement”) to become effective on March 27, 2014, at 4:00 p.m., Eastern Daylight Time, or as soon thereafter as is practicable, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff (the “Staff”).
Once the Registration Statement has been declared effective, please orally confirm that event with Brian Leaf of Cooley LLP, counsel to the Registrant, at (703) 456-8053.
In connection with this request, the Registrant acknowledges that:
· should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
· the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
· the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
| Very truly yours, | |
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| 2U, Inc. | |
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| By: | /s/ Todd J. Glassman |
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| Todd J. Glassman |
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| General Counsel |
cc: Christopher J. Paucek, 2U, Inc.
Catherine Graham, 2U, Inc.
Brent B. Siler, Cooley LLP
Darren DeStefano, Cooley LLP
Brian F. Leaf, Cooley LLP
William J. Schnoor, Goodwin Procter LLP
Michael J. Minahan, Goodwin Procter LLP
Gregg L. Katz, Goodwin Procter LLP