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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Coursera, Inc. [ COUR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/05/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 08/05/2021 | J(1) | 2,000,000 | D | $0.00 | 7,635,143 | I | See footnote(2) | ||
| Common Stock | 08/05/2021 | J(3) | 568,350 | A | $0.00 | 602,879 | D(4) | |||
| Common Stock | 08/05/2021 | J(5) | 498,786 | D | $0.00 | 104,093 | D(4) | |||
| Common Stock | 08/05/2021 | J(6) | 5,606 | A | $0.00 | 8,385 | I | See footnote(7) | ||
| Common Stock | 08/05/2021 | J(6) | 5,606 | A | $0.00 | 8,385 | I | See footnote(8) | ||
| Common Stock | 08/05/2021 | J(6) | 51,973 | A | $0.00 | 77,734 | I | See footnote(9) | ||
| Common Stock | 08/05/2021 | J(6) | 6,254 | A | $0.00 | 9,364 | I | See footnote(10) | ||
| Common Stock | 08/05/2021 | J(6) | 588 | A | $0.00 | 879 | I | See footnote(11) | ||
| Common Stock | 08/05/2021 | J(12) | 219,784 | A | $0.00 | 329,922 | I | See footnote(13) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Kleiner Perkins Caufield & Byers XIV, LLC ("KPCB XIV") and KPCB XIV Founders Fund, LLC ("KPCB XIV FF") without consideration to their members (the "Fund Distribution"). |
| 2. The shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee" for the accounts of KPCB XIV and KPCB XIV FF (collectively, the "KPCB Entities"). The managing member of KPCB XIV and KPCB XIV FF is KPCB XIV Associates, LLC ("KPCB XIV Associates"). The Reporting Person, a managing member of KPCB XIV Associates, exercises shared voting and dispositive control over the shares held by the KPCB Entities. |
| 3. Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the Fund Distribution. |
| 4. The shares are held directly by KPCB XIV Associates. The Reporting Person is a managing member of KPCB XIV Associates and may be deemed to share voting and investment power over the securities held by KPCB XIV Associates. The Reporting Person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| 5. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by KPCB XIV Associates without consideration to its members (the "Associates Distribution"). |
| 6. Represents the receipt of shares of Common Stock of the Issuer by virtue of the Associates Distribution. |
| 7. Shares are held by The Austin 1999 Trust Dated May 25, 1999 for which the Reporting Person serves as trustee. |
| 8. Shares are held by The Hampton 1999 Trust Dated May 25, 1999 for which the Reporting Person serves as trustee. |
| 9. Shares are held by Vallejo Ventures Trust for which the Reporting Person and his spouse serve as trustee. |
| 10. The sole member of KPIC, LLC is Vallejo Ventures Trust. The Reporting Person is a trustee of the Vallejo Ventures Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| 11. The managing member of Lupum Ventures, LLC is Vallejo Ventures Trust. The Reporting Person is a trustee of the Vallejo Ventures Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| 12. Represents the receipt of shares of Common Stock of the Issuer by virtue of the Fund Distribution. |
| 13. The sole member of Portico Libre, LLC is Vallejo Ventures Trust. The Reporting Person is a trustee of the Vallejo Ventures Trust. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| 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/ Lana B. Persaud, Attorney-in-Fact | 08/11/2021 | |
| ** 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. | ||