Harsha Mokkarala - 28 Jul 2022 Form 3 Insider Report for 2U, Inc.

Role: CHIEF REVENUE OFFICER
Signature: /s/ Matthew J. Norden, attorney-in-fact
Issuer symbol: N/A
Transactions as of: 28 Jul 2022
Net transactions value: $0
Form type: 3
Filing time: 04 Aug 2022, 16:25:37 UTC
Next filing: 04 Aug 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	TWOU	Common Stock						220,610	28 Jul 2022	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	TWOU	Employee Stock Option (right to buy)							28 Jul 2022	Common Stock	2,549	$25.52	Direct	F2
holding	TWOU	Employee Stock Option (right to buy)							28 Jul 2022	Common Stock	2,746	$30.83	Direct	F2
holding	TWOU	Employee Stock Option (right to buy)							28 Jul 2022	Common Stock	4,062	$22.67	Direct	F2
holding	TWOU	Employee Stock Option (right to buy)							28 Jul 2022	Common Stock	5,488	$39.66	Direct	F2
holding	TWOU	Employee Stock Option (right to buy)							28 Jul 2022	Common Stock	19,199	$84.03	Direct	F2
holding	TWOU	Employee Stock Option (right to buy)							28 Jul 2022	Common Stock	22,644	$72.02	Direct	F3

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

Explanation of Responses:

Id	Content
F1	133,601 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.
F2	The shares underlying this option are fully vested.
F3	The option award vests as follows: 25% on April 1, 2020, and the remaining 75% of the underlying shares vest in equal monthly installments each month thereafter for 36 months, subject to the reporting person's continued service with the issuer as of the applicable vesting date.