EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Catherine A. Graham, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q/A of 2U, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Date: May 16, 2016 | By: | /s/ Catherine A. Graham |
| Name: | Catherine A. Graham |
| Title: | Chief Financial Officer |