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

Role: CHIEF REVENUE OFFICER
Signature: /s/ Matthew J. Norden, attorney-in-fact
Stock symbol: TWOU
Transactions as of: Jul 28, 2022
Transactions value $: $0
Form type: 3
Date filed: 8/4/2022, 04:25 PM
Next filing: Aug 4, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	TWOU	Common Stock						221K	Jul 28, 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)							Jul 28, 2022	Common Stock	2.55K	$25.52	Direct	F2
holding	TWOU	Employee Stock Option (right to buy)							Jul 28, 2022	Common Stock	2.75K	$30.83	Direct	F2
holding	TWOU	Employee Stock Option (right to buy)							Jul 28, 2022	Common Stock	4.06K	$22.67	Direct	F2
holding	TWOU	Employee Stock Option (right to buy)							Jul 28, 2022	Common Stock	5.49K	$39.66	Direct	F2
holding	TWOU	Employee Stock Option (right to buy)							Jul 28, 2022	Common Stock	19.2K	$84.03	Direct	F2
holding	TWOU	Employee Stock Option (right to buy)							Jul 28, 2022	Common Stock	22.6K	$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.