Paul A. Maeder - May 12, 2022 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	+21.2K	+11.63%	$0.00	204K	May 12, 2022	Direct	F1, F2
transaction	TWOU	Common Stock	Award	$55K	+4.91K	+2.41%	$11.20	209K	May 12, 2022	Direct	F1, F2, F3
transaction	TWOU	Common Stock	Award	$69K	+6.16K	+2.95%	$11.20	215K	May 12, 2022	Direct	F1, F2, F4
transaction	TWOU	Common Stock	Award	$12.5K	+1.12K	+0.52%	$11.20	216K	May 12, 2022	Direct	F1, F2, F5
holding	TWOU	Common Stock						39.9K	May 12, 2022	By Altaheide LLC	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, 2023, 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 $69,000.
F5	The restricted stock units were issued to the reporting person in lieu of annual committee member retainer fees of $12,500.
F6	These shares are held by Altaheide LLC, the sole members of which are certain trusts for the benefit of the reporting person's children. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.