In Re 2U, Inc. Securities Class Action

You or someone in your family may have purchased or otherwise acquired publicly traded common stock of 2U, Inc. (“2U”), including shares purchased or acquired pursuant or traceable to 2U’s Preliminary Prospectus Supplement dated May 21, 2018, and Prospectus Supplement filed with the U.S. Securities and Exchange Commission on May 23, 2018, which are part of the Registration Statement on Form S-3 (“2U Securities”), during the period from February 26, 2018, through July 30, 2019, both dates inclusive.

The Court directed that the Notice be sent to Settlement Class Members because they have a right to know about the proposed Settlement of this class action lawsuit, and about all of their options, before the Court decides whether to approve the Settlement. If the Court approves the Settlement, and after objections and appeals are resolved, an administrator appointed by the Court will make the payments that the Settlement allows.

The Notice explains the lawsuit, the Settlement, Settlement Class Members’ legal rights, what benefits are available, who is eligible for them, and how to get them.

In a class action, one or more persons or entities (in this case, Lead Plaintiff), sue on behalf of people and entities who have similar claims. Together, these people and entities are a “class” and each is a “class member”. Class actions allow the adjudication of many individuals’ similar claims that might be too small economically to bring as individual actions. One court resolves the issues for all class members at the same time, except for those who exclude themselves, or “opt-out,” from the class.

The Court did not finally decide in favor of Plaintiffs or Defendants. Instead, both sides agreed to a settlement. That way, they avoid the risks and cost of a trial. Plaintiffs and their attorneys think the Settlement is in the best interest of the Settlement Class.

The Court directed, for the purposes of the proposed Settlement, that everyone who fits this description is a Settlement Class Member and subject to the Settlement unless they are an excluded person or take steps to exclude themselves from the Settlement Class:

All persons and entities who purchased or otherwise acquired publicly traded common stock of 2U, Inc. (“2U”), including shares purchased or acquired pursuant or traceable to 2U’s Preliminary Prospectus Supplement dated May 21, 2018, and Prospectus Supplement filed with the U.S. Securities and Exchange Commission on May 23, 2018, which are part of the Registration Statement on Form S-3 (“2U Securities”), during the period from February 26, 2018, through July 30, 2019, both dates inclusive.

If you are still not sure whether you are included, you can ask for free help. You can call 1-855-789-0808 for more information. Or you can fill out and return the Claim Form, or submit it online, to see if you qualify.

Yes. Excluded from the Settlement Class are: (i) Defendants; (ii) current and former officers and directors of 2U; (iii) members of the Immediate Family of each of the Individual Defendants; (iv) all subsidiaries and affiliates of 2U and the directors and officers of 2U and their respective subsidiaries or affiliates; (v) all persons, firms, trusts, corporations, officers, directors, and any other individual or entity in which any Defendant has a controlling interest, provided, however, that any “Investment Vehicle” shall not be excluded from the Class; (vi) the legal representatives, agents, affiliates, heirs, successors-in-interest or assigns of all such excluded parties; and (vii) any persons or entities who properly exclude themselves by filing a valid and timely request for exclusion.

Subject to Court approval, Plaintiffs, on behalf of themselves and the Class, have agreed to settle the Action in exchange for a settlement payment of $37 million in cash (“Settlement Amount”) to be deposited into an escrow account. The Net Settlement Fund (i.e., the Settlement Amount plus any and all interest earned thereon (“Settlement Fund”) less (i) any Taxes and Tax Expenses; (ii) any Notice and Administration Costs; (iii) any Litigation Expenses awarded by the Court; and (iv) any attorneys’ fees awarded by the Court) will be distributed in accordance with a plan of allocation approved by the Court, which will determine how the Net Settlement Fund shall be allocated among members of the Class. The proposed Plan of Allocation is included in the Notice and may be modified by the Court without further notice.

At this time, it is not possible to make any determination as to how much any individual Settlement Class Member may receive from the Settlement.

By following the instructions in the Plan of Allocation, located in the Notice, you can calculate what is called your Recognized Claim. It is unlikely that you will get a payment for all of your Recognized Claim.

To be eligible for a payment from the proceeds of the Settlement, you must be a member of the Settlement Class and you must have timely completed and returned the Claim Form with adequate supporting documentation online or postmarked no later than October 29, 2022. The claim filing deadline for this matter was October 29, 2022. Please submit the claim as soon as practicable. We will recommend that late claims be accepted by the Court, but acceptance of the late claims is not guaranteed.

Mailing address for Claim Forms:

2U, Inc. Securities Class Action
c/o Epiq Class Action & Claims Solutions, Inc.
P.O. Box 5413
Portland, OR 97228-5413

At this time, we do not have a set date for the distribution. The Settlement has been approved. We are currently processing all claims, once all the claims have been processed, we will submit our recommendation to the Court approving payment of all eligible claims. A distribution cannot be made until claims processing has been completed, which can take a significant amount of time.

Unless you exclude yourself, you will stay in the Settlement Class, which means that upon the “Effective Date” you will release all “Released Claims” against the “Released Defendant Parties”. For additional information and a definition of these terms, please review Paragraph 54 of the Notice, found here.

The deadline to Request for Exclusion was November 18, 2022 and has passed. No further Request for Exclusions will be accepted.

No. Unless you properly exclude yourself, you give up any rights to sue the Defendants and the other Released Defendant Parties for any and all Released Claims. If you have a pending lawsuit against any of the Released Defendant Parties, speak to your lawyer in that case immediately. You must exclude yourself from this Action to continue your own lawsuit. Remember, the exclusion deadline was November 18, 2022.

No, only Settlement Class Members are eligible to recover money from the Settlement.

Plaintiffs and the Settlement Class are being represented by Pomerantz LLP (“Lead Counsel”), Labaton Sucharow LLP (Additional Counsel), and Goldman & Minton, P.C. (Local Counsel). Any questions regarding the Settlement should be directed to Jeremy Lieberman, Esq. at Pomerantz LLP, 600 Third Avenue, 20th Floor, New York, NY 10016, 1-212-661-1100, jalieberman@pomlaw.com. You will not be separately charged for these lawyers. The Court will determine the amount of attorneys’ fees and expenses, which will be paid from the Settlement Fund. If you want to be represented by your own lawyer, you may hire one at your own expense.

Plaintiffs’ Counsel have not received any payment for their services in pursuing claims against Defendants on behalf of the Settlement Class, nor have Plaintiffs’ Counsel been paid for their expenses. Before final approval of the Settlement, Lead Counsel intends to apply to the Court for an award of attorneys’ fees on behalf of all Plaintiffs’ Counsel (Pomerantz LLP, Labaton Sucharow LLP, and Goldman & Minton, P.C.) from the Settlement Fund of no more than 33.4% of the Settlement Amount, plus interest. At the same time, Lead Counsel also intends to apply for payment from the Settlement Fund for Plaintiffs’ Counsel’s litigation expenses in a total amount not to exceed $425,000, plus accrued interest. The Court will determine the amount of the award of fees and expenses. Lead Counsel may apply for awards to Plaintiffs, in an amount not to exceed $60,000, in connection with their representation of the Settlement Class. Such sums as may be approved by the Court will be paid from the Settlement Fund. Settlement Class Members are not personally liable for any such fees or expenses.

The deadline to file a proper objection was November 10, 2022 and has passed. No further objections will be accepted.

Objecting is telling the Court that you do not like something about the proposed Settlement, Plan of Allocation, or Lead Counsel’s Fee and Expense Application. You can still recover money from the Settlement. You can object only if you stay in the Settlement Class. Excluding yourself is telling the Court that you do not want to be part of the Settlement Class. If you exclude yourself from the Settlement Class, you have no basis to object because the Settlement and the Action no longer affect you.

On December 9, 2022, at 9:30 a.m., following the Settlement Fairness Hearing, the Honorable Theodore D. Chuang approved the Settlement, proposed Plan of Allocation, and attorneys’ fees. You may review the Judgment Approving Class Action Settlement and the Order Awarding Attorneys' Fees, Reimbursement of Expenses, and Awards to Plaintiffs which are available on the Important Documents page of this website.

No. Lead Counsel will answer any questions the Court may have. However, you are welcome to attend at your own expense. If you submit a valid and timely objection, the Court will consider it and you do not have to come to Court to discuss it. You may have your own lawyer attend (at your own expense), but it is not required. If you do hire your own lawyer, he or she must file and serve a Notice of Appearance in the manner described in the answer to FAQ 20 below no later than November 10, 2022.

If you have filed a written objection and wish to appear at the Settlement Fairness Hearing, you must file a notice of intention to appear by November 10, 2022, which allows you to speak in Court, at the discretion of the Court, about the fairness of the Settlement, the Plan of Allocation, and/or the request for attorneys’ fees and Litigation Expenses. If you submit a written objection, you may (but you do not have to) attend the hearing.

If you are a member of the Settlement Class and you do not submit a valid Claim Form, you will not be eligible to receive any payment from the Settlement Fund. You will, however, remain a member of the Class, which means that you give up your right to sue about the claims that are resolved by the Settlement and you will be bound by any judgments or orders entered by the Court in the Action.

The Net Settlement Fund (i.e., the Settlement Amount plus any and all interest earned thereon (“Settlement Fund”) less (i) any Taxes and Tax Expenses; (ii) any Notice and Administration Costs; (iii) any Litigation Expenses awarded by the Court; and (iv) any attorneys’ fees awarded by the Court) will be distributed in accordance with a plan of allocation approved by the Court, which will determine how the Net Settlement Fund shall be allocated among members of the Class.

Settlement Class Members who do not timely submit valid Claim Forms will not share in the Net Settlement Fund, but will otherwise be bound by the terms of the Settlement and what happens in the Action. The Court may approve the Plan of Allocation or modify it without additional notice to the Settlement Class.

The Plan of Allocation is on pages 8-12 of the Notice, found here.

The CUSIP for the Class Period is 90214J101. The ticker symbol from February 26, 2018, through October 28, 2019, inclusive was TWOU.