SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Peters Gregory K

(Last) (First) (Middle)
C/O 2U, INC.
7900 HARKINS ROAD

(Street)
LANHAM MD 20706

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/15/2018
3. Issuer Name and Ticker or Trading Symbol
2U, Inc. [ TWOU ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of 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
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
Remarks:
Exhibit List -- Exhibit 24.1 Power of Attorney
No securities are beneficially owned.
/s/ Matthew Norden, attorney-in-fact 03/23/2018
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                               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"), Joseph A. Roy,
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: March 22, 2018

By:  /s/ Gregory K. Peters
     GREG PETERS