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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(Print or Type Responses)

1. Name and Address of Reporting Person * HALEY TIMOTHY M   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, SUITE 900 3. Date of Earliest Transaction (Month/Day/Year) 05/11/2015 (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 05/11/2015   J(1)   1,000,000 D $ 0 5,963,598 I By Redpoint Ventures III, L.P. (1) (2) Common Stock 05/11/2015   J(3)   38,961 D $ 0 232,347 I By Redpoint Associates III, LLC (2) (3) Common Stock 05/11/2015   J(4)   307,000 A $ 0 307,000 I By Redpoint Ventures III, LLC (2) (4) Common Stock 05/11/2015   J(5)   307,000 D $ 0 0 I By Redpoint Ventures III, LLC (2) (5) Common Stock 05/11/2015   J(6)   38,760 A $ 0 38,760 I By Family Trust (6) Common Stock 05/11/2015   J(7)   8,813 A $ 0 8,813 I By Partnership (7)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HALEY TIMOTHY M C/O 2U, INC. 8201 CORPORATE DRIVE, SUITE 900 LANDOVER, MD 20785	X

Signatures

/s/ Timothy M. Haley		05/12/2015
**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)	Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Redpoint Ventures III, L.P. ("RV III LP") without consideration to its limited partners and its general partner, Redpoint Ventures III, LLC ("RV III LLC").
(2)	RV III LLC serves as the general partner of RV III LP. RV III LLC and Redpoint Associates III, LLC ("RA III") are under common control. The Reporting Person is a manager of RV III LLC and a manager of RA III. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.
(3)	Represents a pro-rata in-kind distribution of Common Stock of the Issuer by RA III without consideration to its members.
(4)	Represents a change in the form of ownership from one form of indirect to another by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer by RV III LP described in footnote 1.
(5)	Represents a pro-rata in-kind distribution of Common Stock of the Issuer by RV III LLC without consideration to its members.
(6)	Represents a change in the form of ownership from one form of indirect to another by virtue of the receipt of shares of Common Stock of the Issuer in the pro-rata in-kind distributions described in footnotes (3) and (5) above. The shares are held by Haley-McGourty Family Trust U/D/T 9/27/96 (the "Family Trust"). The Reporting Person is a trustee of the Family Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Family Trust except to the extent of his proportionate pecuniary interest therein.
(7)	Represents a change in the form of ownership from one form of indirect to another by virtue of the receipt of shares of Common Stock of the Issuer in the pro-rata in-kind distribution described in footnote (5) above. The shares are held by Haley-McGourty Partners (the "Partnership"). The Reporting Person is a general partner of the Partnership. The Reporting Person disclaims beneficial ownership of the shares held by the Partnership except to the extent of his proportionate pecuniary interest therein.

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