Coursera (COUR) Form 4 Coursera / Investments LP Fund Ventura-Gsquared 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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OMB Number:	3235-0287
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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^*

G Squared Equity Management LP

(Last) (First) (Middle)

C/O G SQUARED

205 N. MICHIGAN AVENUE, SUITE 3770

(Street)

CHIGAGO IL 60601

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/11/2021		J(1)(2)		3,164,952	D	$0.00(1)(2)	15,470,362(3)	I	See Footnotes(3)(4)(5)(6)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

G Squared Equity Management LP

(Last) (First) (Middle)

C/O G SQUARED

205 N. MICHIGAN AVENUE, SUITE 3770

(Street)

CHIGAGO IL 60601

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

G Squared Special Situations Fund LLC

(Last) (First) (Middle)

C/O G SQUARED

205 N. MICHIGAN AVENUE, SUITE 3770

(Street)

CHICAGO IL 60601

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

G Squared Coursera IV LLC

(Last) (First) (Middle)

C/O G SQUARED

205 N. MICHIGAN AVENUE, SUITE 3770

(Street)

CHICAGO IL 60601

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ventura-Gsquared Investments LP Fund

(Last) (First) (Middle)

C/O G SQUARED

205 N. MICHIGAN AVENUE, SUITE 3770

(Street)

CHICAGO IL 60601

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

G Squared Opportunities Fund IV LLC

(Last) (First) (Middle)

C/O G SQUARED

205 N. MICHIGAN AVENUE, SUITE 3770

(Street)

CHICAGO IL 60601

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

G Squared Equity LLC

(Last) (First) (Middle)

C/O G SQUARED

205 N. MICHIGAN AVENUE, SUITE 3770

(Street)

CHICAGO IL 60601

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

G Squared Opportunities Fund II LLC

(Last) (First) (Middle)

C/O G SQUARED

205 N. MICHIGAN AVENUE, SUITE 3770

(Street)

CHICAGO IL 60601

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

G Squared Coursera III LLC

(Last) (First) (Middle)

C/O G SQUARED

205 N. MICHIGAN AVENUE, SUITE 3770

(Street)

CHICAGO IL 60601

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

G Squared Coursera II LLC

(Last) (First) (Middle)

C/O G SQUARED

205 N. MICHIGAN AVENUE, SUITE 3770

(Street)

CHICAGO IL 60601

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

G Squared Opportunities Fund I, Series C-7

(Last) (First) (Middle)

C/O G SQUARED

205 N. MICHIGAN AVENUE, SUITE 3770

(Street)

CHICAGO IL 60601

(City) (State) (Zip)

Explanation of Responses:

1. On May 11, 2021, the Reporting Persons made the following distributions-in-kind, without consideration, to their respective general partners and limited partners: (i) G Squared Coursera LLC ("GSC") distributed 833,333 shares of Common Stock of the Issuer (the "Common Stock"), (ii) G Squared Coursera II LLC ("GSC II") distributed 166,665 shares of Common Stock, (iii) G Squared Coursera III LLC ("GSC III") distributed 33,333 shares of Common Stock, (iv) G Squared Coursera IV LLC ("GSC IV") distributed 57,675 shares of Common Stock, (v) G Squared Opportunities Fund I LLC ("GSOF I") distributed 168,056 shares of Common Stock, (vi) G Squared Opportunities Fund I, Series C-7 ("GSOF 7") distributed 390,583 shares of Common Stock, (vii) G Squared Special Situations Fund LLC ("GSSS") distributed 88,677 shares of Common Stock, (viii) G Squared Opportunities Fund II LLC ("GSOF II") distributed 1,186 shares of Common Stock, (ix) G Squared Opportunities Fund IV LLC

2. (Continued from footnote 1) LLC ("GSOF IV") distributed 892,818 shares of Common Stock and (x) Venture-GSquared Investments LP Fund ("VGI") distributed 532,626 shares of Common Stock. The foregoing distributions were made in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

3. Following the reported transactions, the shares held by the Reporting Persons are as follows: (i) 3,628,987 shares held of record by G Squared Opportunities ICAV ("GS ICAV"), (ii) 2,678,456 shares of held of record by GSOF IV, (iii) 1,597,880 shares held of record by VGI, (iv) 829,899 shares held of record by G Squared IV, LP ("GS IV"), (v) 926,990 shares held of record by G Squared IV, SCSp ("GS SCS"), (vi) 173,027 shares held of record by GSC IV, (vii) 513,342 shares held of record by G Squared V LP ("GS V"), (viii) 136,658 shares held of record by G Squared Opportunities Fund V LLC ("GSOF V"), (ix) 205,647 shares held of record by GSSS, (x) 504,168 shares held of record by GSOF I, (xi) 3,558 shares held of record by G Squared Opportunities Fund II LLC ("GSOF II"), (xii) 2,500,000 shares held of record by GSC, (xiii) 1,171,752 shares held of record by GSOF 7, (xiv) 499,998 shares held of record by GSC II and (xv) 100,000 shares held of record by GSC III.

4. G Squared Equity Management LP ("GSEM") is the sole general partner of G Squared Equity GP V, LLC ("GP V"), which is the sole general partner of GS V. GSEM is the sole general partner of G Squared Equity GP IV ("GP IV"), which is the sole general partner of GS IV. GSEM is the sole general partner of G Squared Equity GP S.a.r.l. ("GP SARL"), which is the sole general partner of GS SCS. GSEM is the sole managing partner and investment adviser to each of GSC IV, GSOF IV, GSOF V, GS ICAV, GSSS, and VGI (together with GS V, GS IV and GS SCS, the "GSEM Funds"). Larry Aschebrook ("Aschebrook") is the Managing Partner of GSEM, and has sole voting and dispositive control over the shares held of record by the GSEM Funds.

5. G Squared Equity LLC ("GSE") is the sole manager and investment adviser to each of GSC, GSC II, GSC III, GSOF I, GSOF II, GSOF 6, and GSOF 7 (the "GSE Funds"). Aschebrook is the Managing Partner of GSE, and has sole voting and dispositive control over the shares held of record by the GSE Funds.

6. Each of GSEM, GSE, GP V, GP IV, GP SARL and Aschebrook disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

Remarks:

This Form 4 is the first of two Forms 4 being filed relating to the same event. The Form 4 is being split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. Each Form 4 will be filed by Designated Filer G Squared Equity Management LP.

	G SQUARED EQUITY MANAGEMENT LP, By: Larry Aschebrook, Title: Managing Partner, /s/ Larry Aschebrook	08/11/2021
	G SQUARED SPECIAL SITUATIONS FUND LLC, By: G Squared Equity Management LP, By: Larry Aschebrook, Title: Authorized Representative, /s/ Larry Aschebrook	08/11/2021
	G SQUARED COURSERA IV LLC, By: G Squared Equity Management LP, By: Larry Aschebrook, Title: Authorized Representative, /s/ Larry Aschebrook	08/11/2021
	VENTURA-GSQUARED INVESTMENTS LP FUND, By: G Squared Equity Management LP, By: Larry Aschebrook, Title: Authorized Representative, /s/ Larry Aschebrook	08/11/2021
	G SQUARED OPPORTUNITIES FUND IV LLC, By: G Squared Equity Management LP, By: Larry Aschebrook, Title: Authorized Representative, /s/ Larry Aschebrook	08/11/2021
	G SQUARED EQUITY LLC, By: Larry Aschebrook, Title: Managing Partner, /s/ Larry Aschebrook	08/11/2021
	G SQUARED OPPORTUNITIES FUND II LLC, By: G Squared Equity LLC, By: Larry Aschebrook, Title: Authorized Representative, /s/ Larry Aschebrook	08/11/2021
	G SQUARED COURSERA III LLC, By: G Squared Equity LLC, By: Larry Aschebrook, Title: Authorized Representative, /s/ Larry Aschebrook	08/11/2021
	G SQUARED COURSERA II LLC, By: G Squared Equity LLC, By: Larry Aschebrook, Title: Authorized Representative, /s/ Larry Aschebrook	08/11/2021
	G SQUARED OPPORTUNITIES FUND I LLC, SERIES C-7, By: G Squared Equity LLC, By: Larry Aschebrook, Title: Authorized Representative, /s/ Larry Aschebrook	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).
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