<SEC-DOCUMENT>0001209191-14-023606.txt : 20140327
<SEC-HEADER>0001209191-14-023606.hdr.sgml : 20140327
<ACCEPTANCE-DATETIME>20140327213210
ACCESSION NUMBER:		0001209191-14-023606
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20140327
FILED AS OF DATE:		20140327
DATE AS OF CHANGE:		20140327

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:		8201 CORPORATE DRIVE, SUITE 110
		CITY:			LANDOVER
		STATE:			MD
		ZIP:			20785
		BUSINESS PHONE:		240-487-3991

	MAIL ADDRESS:	
		STREET 1:		8201 CORPORATE DRIVE, SUITE 110
		CITY:			LANDOVER
		STATE:			MD
		ZIP:			20785

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	2tor, Inc.
		DATE OF NAME CHANGE:	20090324

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			MAEDER PAUL A
		CENTRAL INDEX KEY:			0001013713

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-36376
		FILM NUMBER:		14723089

	MAIL ADDRESS:	
		STREET 1:		C/O HIGHLAND CAPITAL PARTNERS
		STREET 2:		HIGH ST TOWER 125 HIGH ST
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02110
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>doc3.xml
<DESCRIPTION>FORM 3 SUBMISSION
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2014-03-27</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001459417</issuerCik>
        <issuerName>2U, Inc.</issuerName>
        <issuerTradingSymbol>TWOU</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001013713</rptOwnerCik>
            <rptOwnerName>MAEDER PAUL A</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O 2U, INC.</rptOwnerStreet1>
            <rptOwnerStreet2>8201 CORPORATE DRIVE</rptOwnerStreet2>
            <rptOwnerCity>LANDOVER</rptOwnerCity>
            <rptOwnerState>MD</rptOwnerState>
            <rptOwnerZipCode>20785</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Series B Preferred Stock</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F1"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F1"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F1"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>2747352</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By Funds</value>
                    <footnoteId id="F2"/>
                    <footnoteId id="F3"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Series C Preferred Stock</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F1"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F1"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F1"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>475899</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By Funds</value>
                    <footnoteId id="F3"/>
                    <footnoteId id="F4"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Series D Preferred Stock</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F1"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F1"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F1"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>319914</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>By Funds</value>
                    <footnoteId id="F3"/>
                    <footnoteId id="F5"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">Each share of preferred stock is convertible, at any time, at the holder's election, into the issuer's common stock on a 1-for-1 basis. In addition, effective immediately prior to the closing of the issuer's initial public offering of its common stock, each share of preferred stock will automatically convert into one share of the issuer's common stock. The preferred stock has no expiration date.</footnote>
        <footnote id="F2">These shares consist of (i) 1,689,070 shares held by Highland Capital Partners VII, Limited Partnership (&quot;Highland VII&quot;), (ii) 409,294 shares held by Highland Capital Partners VII-B, Limited Partnership (&quot;Highland VII-B&quot;), (iii) 596,062 shares held by Highland Capital Partners VII-C, Limited Partnership (&quot;Highland VII-C&quot;) and (iv) 52,926 shares held by Highland Entrepreneurs' Fund VII, Limited Partnership (&quot;Highland Entrepreneurs&quot; and, together with Highland VII, Highland VII-B and Highland VII-C, the &quot;Funds&quot;).</footnote>
        <footnote id="F3">Highland Management Partners VII, Limited Partnership (&quot;HMP LP&quot;) is the general partner of each of the Funds.  Highland Management Partners VII, LLC (&quot;HMP LLC&quot;) is the general partner of HMP LP.  The reporting person is one of the managing members of HMP LLC.  The reporting person disclaims beneficial ownership of the securities held by the Funds, except to the extent of his pecuniary interest therein.</footnote>
        <footnote id="F4">These shares consist of (i) 292,583 shares held by Highland VII, (ii) 70,898 shares held by Highland VII-B, (iii) 103,250 shares held by Highland VII-C and (iv) 9,168 shares held by Highland Entrepreneurs.</footnote>
        <footnote id="F5">These shares consist of (i) 196,683 shares held by Highland VII, (ii) 47,660 shares held by Highland VII-B, (iii) 69,408 shares held by Highland VII-C and (iv) 6,163 shares held by Highland Entrepreneurs.</footnote>
    </footnotes>

    <remarks>Exhibit List
Exhibit 24.1 - Power of Attorney</remarks>

    <ownerSignature>
        <signatureName>/s/ Brian F. Leaf, Attorney-in-fact</signatureName>
        <signatureDate>2014-03-27</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.3_516070
<SEQUENCE>2
<FILENAME>poa.txt
<DESCRIPTION>POA DOCUMENT
<TEXT>
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 Brent B. Siler, Brian F. Leaf, Darren DeStefano, Katie Kazem,
Mark Ballantyne and Jennifer Don of Cooley LLP, and Matthew J.  Norden of 2U,
Inc. (the "Company"), 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 Cooley LLP, as applicable.

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

Date: 	March 19, 2014



By:	Paul A. Maeder
	PAUL A. MAEDER

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
