2U (TWOUQ) Form 4 2U / TIMOTHY M HALEY 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^*

HALEY TIMOTHY M

(Last) (First) (Middle)

C/O 2U, INC.

7900 HARKINS ROAD

(Street)

LANHAM MD 20706

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/04/2017

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

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(1)	04/04/2017		A		629(2)	A	$39.69(3)	14,430	D
Common Stock(1)	04/04/2017		A		1,385(4)	A	$0	15,815	D
Common Stock(1)	04/04/2017		A		125(2)	A	$0	15,940	D
Common Stock(1)	04/04/2017		A		125(2)	A	$39.69(5)	16,065	D
Common Stock								11,305	I	By Partnership(7)
Common Stock								63,931	I	By Family Trust(8)
Common Stock								1,260,881	I	By Funds(9)(10)

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)	$39.69	04/04/2017		A		2,899		(6)	04/01/2027	Common Stock	2,899	$0	2,899	D

Explanation of Responses:

1. The security represents restricted stock units granted to the reporting person. Each restricted stock unit represents a contingent right to receive one share of common stock of the issuer.

2. The shares underlying this restricted stock unit award will vest in full on April 1, 2018, subject to the reporting person's continued service as a director of the issuer as of that date.

3. The restricted stock units were issued to the reporting person in lieu of annual director retainer fees of $25,000.

4. The restricted stock unit award will vest as to one-third of the underlying shares on each of April 1, 2018, 2019 and 2020, subject to the reporting person's continued service as a director of the issuer as of the applicable vesting date.

5. The restricted stock units were issued to the reporting person in lieu of annual chairman retainer fees of $5,000.

6. The option award will vest as to one-third of the underlying shares on each of April 1, 2018, 2019 and 2020, subject to the reporting person's continued service with the issuer as of the applicable vesting date.

7. 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.

8. The shares are held by the Haley-McGourty Family Trust U/D/T 9/27/96 (the "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.

9. The total consists of 1,213,598 shares held by Redpoint Ventures III, L.P. ("Redpoint Ventures") and 47,283 shares held by Redpoint Associates III, LLC ("Redpoint Associates," and together with Redpoint Ventures, the "Funds").

10. The shares held by Redpoint Ventures are indirectly held by Redpoint Ventures III, LLC, the general partner of Redpoint Ventures. The reporting person is a manager of Redpoint Ventures III, LLC and a manager of Redpoint Associates. The reporting person disclaims beneficial ownership of the securities held by the Funds, except to the extent of his pecuniary interest therein.

	/s/ Matthew J. Norden, attorney-in-fact	04/06/2017
	** 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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