Mark Chernis - Oct 1, 2021 Form 4 Insider Report for 2U, Inc. (TWOU)

Role: Chief Operating Officer
Signature: /s/ Matthew J. Norden, attorney-in-fact
Stock symbol: TWOU
Transactions as of: Oct 1, 2021
Transactions value $: -$1,164,641
Form type: 4
Date filed: 10/5/2021, 08:31 PM
Previous filing: Jul 27, 2021
Next filing: Jan 4, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TWOU	Common Stock	Award	$0	+59.5K	+20.5%	$0.00	349K	Oct 1, 2021	Direct	F1
transaction	TWOU	Common Stock	Tax liability	-$1.16M	-33.9K	-9.71%	$34.34^*	316K	Oct 1, 2021	Direct

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On October 1, 2019, the reporting person was granted an award of performance-based restricted stock units, which vest in the form of common stock based upon the Issuer's total stockholder return ("TSR") relative to the TSR of the companies in the Russell 3000 Index as measured over one, two and three year performance periods, each commencing on October 1, 2019. On October 1, 2021, the Compensation Committee of the Issuer's Board of Directors determined that the achievement percentage for the second performance period was 200%, resulting in the vesting of these shares.

Content

On October 1, 2019, the reporting person was granted an award of performance-based restricted stock units, which vest in the form of common stock based upon the Issuer's total stockholder return ("TSR") relative to the TSR of the companies in the Russell 3000 Index as measured over one, two and three year performance periods, each commencing on October 1, 2019. On October 1, 2021, the Compensation Committee of the Issuer's Board of Directors determined that the achievement percentage for the second performance period was 200%, resulting in the vesting of these shares.