Heather Hoffert - Feb 22, 2024 Form 4 Insider Report for 2U, Inc. (TWOU)

Role: PRINCIPAL ACCOUNTING OFFICER
Signature: Matthew J. Norden, attorney-in-fact
Stock symbol: TWOU
Transactions as of: Feb 22, 2024
Transactions value $: -$190
Form type: 4
Date filed: 2/26/2024, 09:40 PM
Previous filing: Jan 4, 2024
Next filing: Apr 3, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TWOU	Common Stock	Award	$0	+1.34K	+2.74%	$0.00	50.3K	Feb 22, 2024	Direct	F1, F2
transaction	TWOU	Common Stock	Tax liability	-$190	-474	-0.94%	$0.40	49.8K	Feb 26, 2024	Direct

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

Explanation of Responses:

Id	Content
F1	The security represents shares granted to the reporting person in connection with the certification of performance metrics of performance-based restricted stock units previously granted to the reporting person.
F2	The reporting person was granted performance-based restricted stock units on March 10, 2022, which vest in the form of common stock based on metrics previously set by the Compensation Committee of issuer's Board as measured over three one-year performance periods (the "2022 Award") commencing on January 1 of 2022, 2023 and 2024. On February 22, 2024, the Compensation Committee determined the achievement percentage attained for the second performance period of the 2022 Award, which resulted in the acquisition of these shares.

Content

The security represents shares granted to the reporting person in connection with the certification of performance metrics of performance-based restricted stock units previously granted to the reporting person.

The reporting person was granted performance-based restricted stock units on March 10, 2022, which vest in the form of common stock based on metrics previously set by the Compensation Committee of issuer's Board as measured over three one-year performance periods (the "2022 Award") commencing on January 1 of 2022, 2023 and 2024. On February 22, 2024, the Compensation Committee determined the achievement percentage attained for the second performance period of the 2022 Award, which resulted in the acquisition of these shares.