2U (TWOUQ) Form 4/A 2U / Christopher J Paucek ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Paucek Christopher J

(Last) (First) (Middle)

C/O 2U, INC.

8201 CORPORATE DRIVE, SUITE 900

(Street)

LANDOVER MD 20785

(City) (State) (Zip)

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
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/06/2015

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	07/01/2015		M(1)		5,000	A	$1.82	119,330	D
Common Stock	07/02/2015		M(1)		4,583	A	$3.08	118,913	D
Common Stock	07/02/2015		M(1)		417	A	$1.82	119,330	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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)	$1.82	07/01/2015		M(1)			5,000	(4)	06/08/2020	Common Stock	5,000	$0.00	36,056	D
Employee Stock Option (right to buy)	$3.08	07/02/2015		M(1)			4,583	(5)	02/27/2022	Common Stock	4,583	$0.00	281,958	D
Employee Stock Option (right to buy)	$1.82	07/02/2015		M(1)			417	(4)	06/08/2020	Common Stock	417	$0.00	35,639	D

Explanation of Responses:

1. The transactions reported in this amended Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 11, 2014, and amended on March 3, 2015.

4. The shares underlying this option are fully vested.

5. 25% of the shares underlying this option at the date of grant vested on January 1, 2013 and the remaining shares vest in 36 equal monthly installments thereafter, subject to the reporting person's continued service with the issuer as of the applicable vesting date.

Remarks:

The option exercise-related transactions reported on the first and third rows of Table I and the first and second rows of Table II in the original Form 4 are hereby amended and restated by this Form 4/A. Row three of Table I in the original Form 4 is hereby replaced by rows two and three of Table I in this Form 4/A, and row two of Table II in the original Form 4 is hereby replaced by rows two and three of Table II in this Form 4/A. The original Form 4 misidentified the tranche of options exercised.

	Matthew J. Norden, attorney-in-fact	04/22/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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