SC 13G/A 1 p23-2797sc13ga.htm 2U, INC.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

2U, Inc.
(Name of Issuer)

Common Stock, $0.001 par value
(Title of Class of Securities)

90214J101
(CUSIP Number)

**
(Date of Event Which Requires Filing of This Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x	Rule 13d-1(b)
¨	Rule 13d-1(c)
¨	Rule 13d-1(d)

(Page 1 of 6 Pages)

______________________________

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

**The Reporting Person is voluntarily exiting the reporting system prior to triggering a filing obligation.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 90214J101

13G/A

Page 2 of 6 Pages

1	NAME OF REPORTING PERSON Greenvale Capital LLP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)¨ (b)¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 3,452,353
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER 3,452,353
	8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,452,353
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.2%
12	TYPE OF REPORTING PERSON PN, FI

CUSIP No. 90214J101

13G/A

Page 3 of 6 Pages

Item 1(a).

NAME OF ISSUER

The name of the issuer is 2U, Inc. (the “Company”).

Item 1(b).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

The Company’s principal executive offices are located at 7900 Harkins Road, Lanham, MD 20706.

Item 2(a).	NAME OF PERSON FILING

	This filing is made by Greenvale Capital LLP, an English limited liability partnership (“Greenvale”), with respect to the Shares (as defined in Item 2(d) below) held by certain funds and accounts to which it serves as the investment manager.

	Bruce Emery, a citizen of the United Kingdom and the United States, indirectly controls Greenvale. Greenvale is sometimes referred to as the “Reporting Person.” The filing of this statement should not be construed as an admission that any of the foregoing persons or the Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the Shares reported herein.

Item 2(b).	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

	1^st Floor, 1 Vere Street, London W1G 0DF, United Kingdom.

Item 2(c).	CITIZENSHIP

	Greenvale is an English limited liability partnership.

Item 2(d).	TITLE OF CLASS OF SECURITIES

	Common stock, $0.001 par value (the “Shares”)

Item 2(e).	CUSIP NUMBER

	90214J101

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)

Broker or dealer registered under Section 15 of the Act;

CUSIP No. 90214J101

13G/A

Page 4 of 6 Pages

(b)	¨	Bank as defined in Section 3(a)(6) of the Act;
(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act;
(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)	x	Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	¨	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)	¨	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j)	¨	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: ______________________________________________

Item 4.

OWNERSHIP

The percentages used herein are calculated based upon 82,069,164 Shares outstanding as of November 7, 2023, as reported in the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, filed by the Company with the Securities and Exchange Commission on November 9, 2023.

The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page of the Reporting Person and is incorporated herein by reference.

Item 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:x

CUSIP No. 90214J101

13G/A

Page 5 of 6 Pages

Item 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

	See Item 2.

Item 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON

	Not applicable.

Item 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

	Not applicable.

Item 9.	NOTICE OF DISSOLUTION OF GROUP

	Not applicable.

Item 10.

CERTIFICATION

	The Reporting Person hereby makes the following certification:

	By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 90214J101

13G/A

Page 6 of 6 Pages

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: November 20, 2023

GREENVALE CAPITAL LLP


/s/ Andrew Wall
Name: Andrew Wall
Title: Chief Operating Officer

SEC Form SC 13G/A filed by 2U Inc. (Amendment)