Andrew Hermalyn Form 3 2U / Andrew Hermalyn ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Hermalyn Andrew

(Last) (First) (Middle)

7900 HARKINS ROAD

(Street)

LANHAM MD 20706

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/03/2024

3. Issuer Name and Ticker or Trading Symbol
2U, Inc. [ TWOU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
PRESIDENT, DEGREE SEGMENT

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	388,573(1)(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(3)	03/06/2024	Common Stock	4,449	11	D
Employee Stock Option (right to buy)	(3)	04/01/2025	Common Stock	3,409	25.52	D
Employee Stock Option (right to buy)	(3)	10/01/2025	Common Stock	729	32.2	D
Employee Stock Option (right to buy)	(3)	04/01/2026	Common Stock	6,213	22.67	D
Employee Stock Option (right to buy)	(3)	07/01/2026	Common Stock	924	29.53	D
Employee Stock Option (right to buy)	(3)	04/01/2027	Common Stock	5,713	39.66	D
Employee Stock Option (right to buy)	(3)	10/01/2027	Common Stock	4,686	56.04	D
Employee Stock Option (right to buy)	(3)	04/01/2028	Common Stock	15,359	84.03	D
Employee Stock Option (right to buy)	(3)	04/01/2029	Common Stock	18,115	72.02	D

Explanation of Responses:

1. 69,457 shares are represented by restricted stock units. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer.

2. 250,000 shares are represented by performance-based restricted stock units, which are eligible to vest upon the 30-day average stock price of the Issuer attaining at least $10.00 on or prior to January 3, 2026.

3. The shares underlying this option are fully vested.

	Matthew J. Norden, attorney-in-fact	01/04/2024
	** 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 5 (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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