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0001415889-22-008255.txt : 20220804 0001415889-22-008255.hdr.sgml : 20220804 20220804162537 ACCESSION NUMBER: 0001415889-22-008255 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220728 FILED AS OF DATE: 20220804 DATE AS OF CHANGE: 20220804 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mokkarala Harsha CENTRAL INDEX KEY: 0001665202 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36376 FILM NUMBER: 221137021 MAIL ADDRESS: STREET 1: C/O 2U, INC. STREET 2: 8201 CORPORATE DRIVE, SUITE 900 CITY: LANDOVER STATE: MD ZIP: 20785 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: 2U, Inc. CENTRAL INDEX KEY: 0001459417 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 262335939 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7900 HARKINS ROAD CITY: LANHAM STATE: MD ZIP: 20706 BUSINESS PHONE: (301) 892-4350 MAIL ADDRESS: STREET 1: 7900 HARKINS ROAD CITY: LANHAM STATE: MD ZIP: 20706 FORMER COMPANY: FORMER CONFORMED NAME: 2tor, Inc. DATE OF NAME CHANGE: 20090324 3 1 form3-08042022_010822.xml X0206 3 2022-07-28 0 0001459417 2U, Inc. TWOU 0001665202 Mokkarala Harsha C/O 2U, INC. 7900 HARKINS ROAD LANHAM MD 20706 false true false false CHIEF REVENUE OFFICER Common Stock 220610 D Employee Stock Option (right to buy) 25.52 2025-04-01 Common Stock 2549 D Employee Stock Option (right to buy) 30.83 2025-07-01 Common Stock 2746 D Employee Stock Option (right to buy) 22.67 2026-04-01 Common Stock 4062 D Employee Stock Option (right to buy) 39.66 2027-04-01 Common Stock 5488 D Employee Stock Option (right to buy) 84.03 2028-04-01 Common Stock 19199 D Employee Stock Option (right to buy) 72.02 2029-04-01 Common Stock 22644 D 133,601 shares are represented by restricted stock units. Each restricted stock unit represents a contingent right to receive one share of common stock of the issuer. The shares underlying this option are fully vested. The option award vests as follows: 25% on April 1, 2020, and the remaining 75% of the underlying shares vest in equal monthly installments each month thereafter for 36 months, subject to the reporting person's continued service with the issuer as of the applicable vesting date. /s/ Matthew J. Norden, attorney-in-fact 2022-08-04 EX-24 2 ex24-08042022_010822.htm _

POWER OF ATTORNEY

(For Executing Form ID and Forms 3, 4 and 5)

Know all by these presents, that the undersigned hereby constitutes and appoints each of Matthew J. Norden of 2U, Inc. (the “Company”), Richard L. Oliver, James Rapp, Blake Grady, Jay Wasserman, Bryant H. Park, Andrea L. Nicolas, Steven J. Daniels and Faiz Ahmad of Skadden, Arps, Slate, Meagher and Flom LLP, the undersigned’s true and lawful attorneys-in-fact and agents to:

(1)

Prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the Securities and Exchange Commission (the “SEC”) a Form ID, Uniform Application for Access Codes to File on EDGAR, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any rule or regulation thereunder;

(2)

Prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the SEC Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16(a) of the Exchange Act and the rules thereunder in the undersigned’s capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of the Company;

(3)

Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form 3, 4 or 5 (including amendments thereto and joint filing agreements in connection therewith) and file such forms with the SEC and any stock exchange, self-regulatory association or any similar authority; and

(4)

Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or Skadden, Arps, Slate, Meagher and Flom LLP, as applicable.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.

Date: August 4, 2022

By:

_/s/ Harsha Mokkarala__________

HARSHA MOKKARALA