27/02/2024 - 2U Inc.: Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission

FORM 4 Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Hermalyn Andrew 2. Issuer Name and Ticker or Trading Symbol 2U, Inc. [TWOU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) PRESIDENT, DEGREE SEGMENT / (Last) (First) (Middle) 7900 HARKINS ROAD 3. Date of Earliest Transaction (Month/Day/Year) (Street) LANHAM MD 20706 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Join/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code	5. Number of Derivative Securities Acquired (A) or Disposed of (D)	6. Date Exercisable and Expiration Date	7. Title and Amount of Securities Underlying Derivative Security	8. Price of Derivative Security	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)	11. Nature of Indirect Beneficial Ownership
Code	V	(A)	(D)	Date Exercisable	Expriation Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
Hermalyn Andrew 7900 HARKINS ROAD LANHAM, MD20706			PRESIDENT, DEGREE SEGMENT

Signatures

Matthew J. Norden, attorney-in-fact	2024-02-26
**Signature of Reporting Person	Date

Explanation of Responses:

(*)	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
(**)	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The security represents 914 shares and 3,448 restricted stock units 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. Each restricted stock unit represents a contingent right to receive one share of common stock of the issuer.
(2)	The reporting person was granted performance-based restricted stock units on March 2, 2021, and 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 "2021 Award" and "2022 Award", respectively) commencing on January 1 of 2021, 2022 and 2023 for the 2021 Award, and on January 1 of 2022, 2023 and 2024 for the 2022 Award. On February 22, 2024, the Compensation Committee determined the achievement percentage attained for the third performance period of the 2021 Award and the second performance period of the 2022 Award, which resulted in the acquisition of these shares or restricted stock units, as applicable. The restricted stock units will fully vest at the end of all performance periods, subject to the reporting person's continued service with issuer through such date.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

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2U Inc. published this content on 26 February 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 February 2024 02:43:28 UTC.