TIMOTHY M. HALEY - 05 May 2021 Form 4 Insider Report for 2U, Inc. (TWOU)

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TWOU	Common Stock	Award	$0	+6,054	+35%	$0.000000	23,163	05 May 2021	Direct	F1, F2
transaction	TWOU	Common Stock	Award	$54,995	+1,399	+6%	$39.31^*	24,562	05 May 2021	Direct	F1, F2, F3
transaction	TWOU	Common Stock	Award	$10,967	+279	+1.1%	$39.31^*	24,841	05 May 2021	Direct	F1, F2, F4
holding	TWOU	Common Stock						43,530	05 May 2021	By Family Trust	F5
holding	TWOU	Common Stock						6,827	05 May 2021	By Partnership	F6

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

Id	Content
F1	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.
F2	The shares underlying this restricted stock unit award will vest in full on April 1, 2022, subject to the reporting person's continued service as a director of the issuer as of that date.
F3	The restricted stock units were issued to the reporting person in lieu of annual director retainer fees of $55,000.
F4	The restricted stock units were issued to the reporting person in lieu of annual chair retainer fees of $11,000.
F5	The shares are held by Haley-McGourty Family Trust U/D/T 9/27/96 ("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.
F6	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.