2U (TWOUQ) Form 4 2U / Paul S Lalljie 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^*

Lalljie Paul S

(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
X	Officer (give title below)	Other (specify below)
CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2024

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)	02/22/2024		A		11,633(2)	A	$0	637,801	D
Common Stock	02/26/2024		F		7,468	D	$0.4	630,333	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

Explanation of Responses:

1. The security represents 2,439 shares and 9,194 restricted stock units granted to the reporting person in connection with the certification of performance metrics of performance-based restricted stock units previously 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 reporting person was granted performance-based restricted stock units on March 2, 2021, and March 10, 2022, which vest in the form of common stock based on metrics previously set by the Compensation Committee of issuer's Board as measured over three one-year performance periods (the "2021 Award" and "2022 Award", respectively) commencing on January 1 of 2021, 2022 and 2023 for the 2021 Award, and on January 1 of 2022, 2023 and 2024 for the 2022 Award. On February 22, 2024, the Compensation Committee determined the achievement percentage attained for the third performance period of the 2021 Award and the second performance period of the 2022 Award, which resulted in the acquisition of these shares or restricted stock units, as applicable. The restricted stock units will fully vest at the end of all performance periods, subject to the reporting person's continued service with issuer through such date.

	Matthew J. Norden, attorney-in-fact	02/26/2024
	** Signature of Reporting Person	Date
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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