Doerr L John Form 4 Coursera / L JOHN DOERR ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DOERR L JOHN

(Last)

(First)

(Middle)

381 E. EVELYN AVE.

(Street)

MOUNTAIN VIEW

94041

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Coursera, Inc. [ COUR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/05/2021

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/05/2021		C		10,635,143	A	⁽¹⁾	10,635,143	I	See footnote⁽²⁾
Common Stock	04/05/2021		C		196,329	A	⁽²⁾	862,996	I	By WindyHill LLC

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	04/05/2021		C			9,590,105	⁽¹⁾	⁽¹⁾	Common Stock	9,590,105	$0.00	0	I	See footnotes⁽³⁾⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	04/05/2021		C			203,961	⁽¹⁾	⁽¹⁾	Common Stock	203,961	$0.00	0	I	See footnotes⁽³⁾⁽⁵⁾
Series C Preferred Stock	⁽¹⁾	04/05/2021		C			196,329	⁽¹⁾	⁽¹⁾	Common Stock	196,329	$0.00	0	I	See footnotes⁽³⁾⁽⁶⁾
Series C Preferred Stock	⁽¹⁾	04/05/2021		C			196,329	⁽²⁾	⁽²⁾	Common Stock	196,329	$0.00	0	I	By WindyHill LLC
Series D Preferred Stock	⁽¹⁾	04/05/2021		C			66,667	⁽¹⁾	⁽¹⁾	Common Stock	66,667	$0.00	0	I	See footnotes⁽³⁾⁽⁷⁾
Series F Preferred Stock	⁽¹⁾	04/05/2021		C			578,081	⁽¹⁾	⁽¹⁾	Common Stock	578,081	$0.00	0	I	See footnotes⁽³⁾⁽⁸⁾

Explanation of Responses:

1. Consists of shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, and Series F Preferred Stock (collectively, the "Preferred Stock") that converted to Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer' initial public offering (the "IPO").

2. Consists of shares of Series C Preferred Stock that converted to Common Stock on a 1-for-1 basis immediately prior to the closing of the IPO.

3. Consists of 9,805,602 shares of Common Stock issued upon the conversion of shares of Preferred Stock held by Kleiner Perkins Caufield & Byers XIV, LLC ("KPCB XIV") and 829,541 shares of Common Stock issued upon the conversion of shares of Preferred Stock held by KPCB XIV Founders Fund, LLC ("KPCB XIV FF"). All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee" for the accounts of such entities. The managing member of KPCB XIV and KPCB XIV FF is KPCB XIV Associates, LLC ("KPCB XIV Associates"). L. John Doerr, a managing member of KPCB XIV Associates, exercises shared voting and dispositive control over the shares held by KPCB XIV and KPCB XIV FF.

4. Consisted of 8,842,077 shares held of record by KPCB XIV and 748,028 shares held of record by KPCB XIV FF.

5. Consisted of 188,052 shares held of record by KPCB XIV and 15,909 shares held of record by KPCB XIV FF.

6. Consisted of 181,015 shares held of record by KPCB XIV and 15,314 shares held of record by KPCB XIV FF.

7. Consisted of 61,467 shares held of record by KPCB XIV and 5,200 shares held of record by KPCB XIV FF.

8. Consisted of 532,991 shares held of record by KPCB XIV and 45,090 shares held of record by KPCB XIV FF.

Remarks:

L. John Doerr disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. The filing of this statement shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities covered by this statement.

	By: /s/ L. John Doerr	04/05/2021
	** 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 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).
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.

Doerr L John Form 4Coursera / L JOHN DOERR ownership change