Aaron McCullough - Jul 11, 2023 Form 4 Insider Report for 2U, Inc. (TWOU)

Role: CHIEF PRODUCT OFFICER
Signature: /s/ Matthew J. Norden, attorney-in-fact
Stock symbol: TWOU
Transactions as of: Jul 11, 2023
Transactions value $: $0
Form type: 4
Date filed: 7/13/2023, 04:42 PM
Next filing: Aug 21, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TWOU	Common Stock	Award	$0	+215K	+245.02%	$0.00	303K	Jul 11, 2023	Direct	F1, F2

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

Explanation of Responses:

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 restricted stock unit award will vest as follows: (a) 1/3rd of the restricted stock unit award will vest on December 31, 2023 and (b) the remainder of the restricted stock unit award will vest quarterly in equal installments as to 1/8th of the remaining underlying shares beginning on April 1, 2024, and continuing in equal quarterly installments until 100% vested, subject to the reporting person's continued service with the issuer as of the applicable vesting date.

Content

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.

The restricted stock unit award will vest as follows: (a) 1/3rd of the restricted stock unit award will vest on December 31, 2023 and (b) the remainder of the restricted stock unit award will vest quarterly in equal installments as to 1/8th of the remaining underlying shares beginning on April 1, 2024, and continuing in equal quarterly installments until 100% vested, subject to the reporting person's continued service with the issuer as of the applicable vesting date.