SC 13G/A 1 brhc10033940_sc13ga.htm SC13G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

2U, Inc.

(Name of Issuer)

Common stock, par value $0.001 per share

(Title of Class of Securities)

90214J101

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

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

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

* 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 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.

1	NAMES OF REPORTING PERSONS
	Nikko Asset Management Americas, Inc.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			3,321,923

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			5,273,261

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,273,261

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

Item 1.

	(a)	Name of Issuer 2U, Inc.

	(b)	Address of Issuer’s Principal Executive Offices 7900 Harkins Road, Lanham, MD 20706

Item 2.

	(a)	Name of Person Filing
		Nikko Asset Management Americas, Inc.

	(b)	Address of Principal Business Office or, if none, Residence
		605 Third Avenue, 38^th Floor, New York, NY 10158

	(c)	Citizenship
		USA

	(d)	Title of Class of Securities
		Common stock, par value $0.001 per share

	(e)	CUSIP Number
		90214J101

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)	☒	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	☐	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).

(k)	☐	A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)	Amount beneficially owned:
		5,273,261
(b)	Percent of class:
		7.0%
(c)	Number of shares as to which the person has:

	(i)	Sole power to vote or to direct the vote:
		0
	(ii)	Shared power to vote or to direct the vote:
		3,321,923
	(iii)	Sole power to dispose or to direct the disposition of:
		0
	(iv)	Shared power to dispose or to direct the disposition of:
		5,273,261

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 .

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

See Exhibit A.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

See Exhibit A.

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

Item	9. Notice of Dissolution of Group

Not Applicable.

Item	10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held 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.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 11, 2022	By:	/s/ Gary L. Beckham
		Name: Gary L. Beckham
		Title: Chief Compliance Officer

Attention:

Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

Exhibit A

Pursuant to the instructions in Items 6 and 7 of Schedule 13G, the security being reported on by Nikko Asset Management Americas, Inc., as subsidiary to the parent holding companies listed below, are owned, or may be deemed to be beneficially owned, by its parent holding companies.

1)	Sumitomo Mitsui Trust Holdings Inc.

o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

o	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).

2)	Nikko Asset Management Co., Ltd.

o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

o	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).

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