Udemy (UDMY) Form 3 Udemy / Stephanie Stapleton Sudbury ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Sudbury Stephanie Stapleton

(Last) (First) (Middle)

C/O UDEMY, INC.

600 HARRISON STREET, 3RD FLOOR

(Street)

SAN FRANCISCO CA 94107

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2023

3. Issuer Name and Ticker or Trading Symbol
Udemy, Inc. [ UDMY ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, Udemy Business

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	108,209	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(1)	05/07/2029	Common Stock	938	3.12	D
Employee Stock Option (right to buy)	(2)	10/09/2029	Common Stock	4,880	3.12	D
Employee Stock Option (right to buy)	(3)	05/19/2030	Common Stock	25,000	6.58	D

Explanation of Responses:

1. The shares underlying this option vest in 48 equal monthly installments beginning on March 1, 2019.

2. The shares underlying this option vest in 48 equal monthly installments beginning on September 1, 2019.

3. The shares underlying this option vest in 48 equal monthly installments beginning on April 1, 2020.

Remarks:

	/s/ Sarah Tian, Attorney-in-Fact	03/07/2023
	** 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 5 (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.
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