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. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * MAEDER PAUL A   2. Issuer Name and Ticker or Trading Symbol 2U, Inc. [TWOU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O 2U, INC., 8201 CORPORATE DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 04/02/2014 (Street) LANDOVER, MD 20785 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/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 (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   3,543,165 (1) A (2) 3,543,165 I By funds (3) (4)

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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 Underlying Securities (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 of Derivative Security: 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

(2)

04/02/2014

C

2,747,352

(2)

(2)

Common Stock

2,747,352

$ 0

0

I

By funds (4) (5)

Series C Preferred Stock

(2)

04/02/2014

C

475,899

(2)

(2)

Common Stock

475,899

$ 0

0

I

By funds (4) (6)

Series D Preferred Stock

(2)

04/02/2014

C

319,914

(2)

(2)

Common Stock

319,914

$ 0

0

I

By funds (4) (7)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MAEDER PAUL A C/O 2U, INC. 8201 CORPORATE DRIVE LANDOVER, MD 20785	X

Signatures

/s/ Brian F. Leaf, attorney-in-fact		04/02/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The total represents shares received upon conversion of shares of Series B, Series C and Series D convertible preferred stock.
(2)	Effective upon the closing of the issuer's initial public offering of its common stock, each share of convertible preferred stock automatically converted into one share of common stock. The convertible preferred stock had no expiration date.
(3)	The total consists of (i) 2,178,336 shares held by Highland Capital Partners VII, Limited Partnership ("Highland VII"), (ii) 527,852 shares held by Highland Capital Partners VII-B, Limited Partnership ("Highland VII-B"), (iii) 768,720 shares held by Highland Capital Partners VII-C, Limited Partnership ("Highland VII-C") and (iv) 68,257 shares held by Highland Entrepreneurs' Fund VII, Limited Partnership ("Highland Entrepreneurs" and, together with Highland VII, Highland VII-B and Highland VII-C, the "Funds").
(4)	Highland Management Partners VII, Limited Partnership ("HMP LP") is the general partner of each of the Funds. Highland Management Partners VII, LLC ("HMP LLC") 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.
(5)	Consisted of (i) 1,689,070 shares held by Highland VII, (ii) 409,294 shares held by Highland VII-B, (iii) 596,062 shares held by Highland VII-C and (iv) 52,926 shares held by Highland Entrepreneurs.
(6)	Consisted 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.
(7)	Consisted 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.

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