SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Highland Management Partners VII, LLC (Last) (First) (Middle) C/O HIGHLAND CAPITAL PARTNERS, ONE BROADWAY, 16TH FLOOR (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol 2U, Inc. [ TWOU ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/02/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/02/2014		C		2,747,352	A	(5)(6)	2,747,352	I	See footnote(1)(2)(3)(4)
Common Stock	04/02/2014		C		475,899	A	(5)(6)	475,899	I	See footnote(1)(2)(3)(4)
Common Stock	04/02/2014		C		319,914	A	(5)(6)	319,914	I	See footnote(1)(2)(3)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	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 (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	(5)(6)	04/02/2014		C			2,747,352	(5)(6)	(5)(6)	Common Stock	2,747,352	$0	0	I	See footnote(1)(2)(3)(4)
Series C Preferred Stock	(5)(6)	04/02/2014		C			475,899	(5)(6)	(5)(6)	Common Stock	475,899	$0	0	I	See footnote(1)(2)(3)(4)
Series D Preferred Stock	(5)(6)	04/02/2014		C			319,914	(5)(6)	(5)(6)	Common Stock	319,914	$0	0	I	See footnote(1)(2)(3)(4)

1. Name and Address of Reporting Person* Highland Management Partners VII, LLC (Last) (First) (Middle) C/O HIGHLAND CAPITAL PARTNERS, ONE BROADWAY, 16TH FLOOR (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Highland Capital Partners VII LP (Last) (First) (Middle) C/O HIGHLAND CAPITAL PARTNERS, ONE BROADWAY, 16TH FLOOR (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HIGHLAND CAPITAL PARTNERS VII-B L P (Last) (First) (Middle) C/O HIGHLAND CAPITAL PARTNERS, ONE BROADWAY, 16TH FLOOR (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Highland Capital Partners VII-C LP (Last) (First) (Middle) C/O HIGHLAND CAPITAL PARTNERS, ONE BROADWAY, 16TH FLOOR (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Highland Entrepreneurs Fund VII Limited Partnership (Last) (First) (Middle) C/O HIGHLAND CAPITAL PARTNERS, ONE BROADWAY, 16TH FLOOR (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Highland Management Partners VII Limited Partnership (Last) (First) (Middle) C/O HIGHLAND CAPITAL PARTNERS, ONE BROADWAY, 16TH FLOOR (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The securities are held by Highland Capital Partners VII Limited Partnership ("HCP VII"). Highland Management Partners VII, LLC ("HMP VII LLC") is the general partner of Highland Management Partnership VII Limited Partnership ("HMP VII LP"), which is the general partner of HCP VII. Each of HMP VII LP and HMP VII LLC disclaims beneficial ownership of all shares held by HCP VII except to the extent, if any, of such entity's pecuniary interest therein.

2. The securities are held by Highland Capital Partners VII-B Limited Partnership ("HCP VII-B"). HMP VII LP is the general partner of HCP VII-B. Each of HMP VII LP and HMP VII LLC disclaims beneficial ownership of all shares held by HCP VII-B except to the extent, if any, of such entity's pecuniary interest therein.

3. The securities are held by Highland Capital Partners VII-C Limited Partnership ("HCP VII-C"). HMP VII LP is the general partner of HCP VII-C. Each of HMP VII LP and HMP VII LLC disclaims beneficial ownership of all shares held by HCP VII-C except to the extent, if any, of such entity's pecuniary interest therein.

4. The securities are held by Highland Entrepreneurs' Fund VII Limited Partnership ("HEF VII"). HMP VII LP is the general partner of HEF VII. Each of HMP VII LP and HMP VII LLC disclaims beneficial ownership of all shares held by HEF VII except to the extent, if any, of such entity's pecuniary interest therein.

5. HCP VII was the holder of record of 1,689,070 shares of Series B Preferred Stock, 292,583 shares of Series C Preferred Stock and 196,683 shares of Series D Preferred Stock, which were converted into 2,178,336 shares of Common Stock. HCP VII-B was the holder of record of 409,294 shares of Series B Preferred Stock, 70,898, shares of Series C Preferred Stock and 47,660 shares of Series D Preferred Stock, which were converted into 527,852 shares of Common Stock. HCP VII-C was the holder of record of 596,062 shares of Series B Preferred Stock, 103,250 shares of Series C Preferred Stock and 69,408 shares of Series D Preferred Stock, which were converted into 768,720 shares of Common Stock. Immediately prior to the closing of the Issuer's initial public offering, each share of the Preferred Stock automatically converted into Common Stock on a one-for-one basis, and has no expiration date.

6. HEF VII was the holder of record of 52,926 shares of Series B Preferred Stock, 9,168 shares of Series C Preferred Stock and 6,163 shares of Series D Preferred Stock, which were converted into 68,257 shares of Common Stock. Immediately prior to the closing of the Issuer's initial public offering, each share of the Preferred Stock automatically converted into Common Stock on a one-for-one basis, and has no expiration date.

	/s/ Paul Maeder, Authorized Manager of Highland Management Partners VII, LLC	04/02/2014
	/s/ Paul Maeder, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership	04/02/2014
	/s/ Paul Maeder, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership, the general partner of Highland Capital Partners VII Limited Partnership	04/02/2014
	/s/ Paul Maeder, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership, the general partner of Highland Capital Partners VII-B Limited Partnership	04/02/2014
	/s/ Paul Maeder, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership, the general partner of Highland Capital Partners VII-C Limited Partnership	04/02/2014
	/s/ Paul Maeder, Authorized Manager of Highland Management Partners VII, LLC, the general partner of Highland Management Partners VII Limited Partnership, the general partner of Highland Entrepreneurs' Fund VII Limited Partnership	04/02/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
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