Robert M. Stavis - May 12, 2022 Form 4 Insider Report for 2U, Inc. (TWOU)

Role: Director
Signature: /s/ Matthew J. Norden, attorney-in-fact
Stock symbol: TWOU
Transactions as of: May 12, 2022
Transactions value $: $79,968
Form type: 4
Date filed: 5/13/2022, 04:07 PM
Previous filing: May 7, 2021
Next filing: May 8, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TWOU	Common Stock	Award	$0	+21.2K	+59.27%	$0.00	57.1K	May 12, 2022	Direct	F1, F2, F3
transaction	TWOU	Common Stock	Award	$55K	+4.91K	+8.6%	$11.20	62K	May 12, 2022	Direct	F1, F2, F3, F4
transaction	TWOU	Common Stock	Award	$25K	+2.23K	+3.6%	$11.20	64.2K	May 12, 2022	Direct	F1, F2, F3, F5
holding	TWOU	Common Stock						103K	May 12, 2022	Direct
holding	TWOU	Common Stock						35.7K	May 12, 2022	See footnote	F6
holding	TWOU	Common Stock						35.7K	May 12, 2022	See footnote	F7

* 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 shares underlying this restricted stock unit award will vest in full on April 1, 2023, subject to the reporting person's continued service as a director of the issuer as of that date.
F3	The reporting person has agreed to assign to Deer Management Co. LLC the right to any shares issuable pursuant to the restricted stock unit award or any proceeds from the sale thereof; accordingly, the reporting person disclaims beneficial ownership of these restricted stock units except to the extent of his pecuniary interest therein, if any.
F4	The restricted stock units were issued to the reporting person in lieu of annual director retainer fees of $55,000.
F5	The restricted stock units were issued to the reporting person in lieu of annual chair retainer fees of $25,000.
F6	The shares reported are held by Stavis Ventures II, LLC ("Stavis Ventures"). Stavis Ventures is controlled by the reporting person, and the reporting person disclaims beneficial ownership of the shares held by this entity, except to the extent of his pecuniary interest therein, if any.
F7	The shares reported are held by Stavco Venture Holdings LLC ("Stavco Venture Holdings"). Stavco Venture Holdings is controlled by the spouse of the reporting person, and the reporting person disclaims beneficial ownership of the shares held by this entity, except to the extent of his pecuniary interest therein, if any.