Stockholders' Equity (Deficit) | 9. STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock — In connection with the IPO, t he Company authorized the issuance of 10,000,000 shares of undesignated preferred stock with a par value of $ 0.00001 per share, with rights and preferences, including voting rights, to be designated from time to time by the board of directors. As of September 30, 2021, there were no shares of preferred stock issued or outstanding. Stock Incentive Plans —In 2013, the Company adopted the Coursera, Inc. Stock Incentive Plan (“Stock Incentive Plan”) and in 2014, adopted the Coursera, Inc. 2014 Executive Stock Incentive Plan (together, the “Predecessor Plans”), pursuant to which the Company has granted a combination of incentive and nonstatutory stock options and restricted stock units (“RSU”s). The Predecessor Plans were terminated in March 2021 in connection with the IPO but continue to govern the terms and conditions of the outstanding awards granted pursuant to the Predecessor Plans. No further equity awards will be granted under the Predecessor Plans. The Company adopted the 2021 Stock Incentive Plan (the "2021 Plan") and 2021 Employee Stock Purchase Plan (the "ESPP") in February 2021, which became effective on March 30, 2021 when the registration statement for the IPO was declared effective (collectively the 2021 Plan, the ESPP and the Predecessor Plans are referred to as the "Plans"). The 2021 Plan provides for the granting of incentive and nonstatutory stock options, RSUs and other equity awards. Pursuant to the ESPP, participants may contribute up to 15 percent of their eligible compensation to purchase shares of common stock at 85 percent of the lower of the market price of the Company's common stock on the date of commencement of the applicable offering period or on the last day of each six-month purchase period. The offering periods start on the first trading day on or after May 11 and November 11 of each year, except for the first offering period, which commenced on the Company’s IPO effective date, or March 30, 2021, and ends on May 10, 2023. As of September 30, 2021 , 15,351,629 shares of the Company's common stock, plus certain automatic annual increases in the number of shares of the Company's common stock reserved for future issuance under the 2021 Plan, and any shares subject to outstanding awards under the Predecessor Plans after the effective date of the 2021 Plan that are subsequently (i) forfeited or terminated, (ii) not issued because such award is settled in cash, or (iii) withheld or reacquired to satisfy the applicable exercise, strike, or purchase price, or a tax withholding obligation, were reserved for future issuance under the 2021 Plan. As of September 30, 2021 , 2,800,000 shares of the Company's common stock, plus certain automatic annual increases in the number of shares of the Company's common stock, were reserved for issuance under the ESPP. Stock Options —The Company may grant options at prices not less than the fair market value at the date of grant. These options generally expire 10 years from the date of grant. Incentive stock options and nonstatutory options generally vest ratably over a four-year service period. Stock option activity under the Plans for the nine months ended September 30, 2021 was as follows: Number of Weighted- Weighted- Aggregate Balance—December 31, 2020 32,458,408 $ 4.60 7.75 $ 625,058 Granted — — Exercised ( 7,519,696 ) 3.57 Canceled ( 1,053,024 ) 5.57 Balance—September 30, 2021 23,885,688 $ 4.88 7.06 $ 639,320 Options vested 13,752,358 $ 3.37 6.23 $ 388,899 Aggregate intrinsic value represents the difference between the exercise price of the options and the estimated fair value of the Company’s common stock as determined by the Board of Directors. The aggregate intrinsic value of options exercised was $ 264,326 for the nine months ended September 30, 2021. RSUs —During the year ended December 31, 2020, the Company began granting RSUs to its employees and directors. RSUs granted prior to the IPO had service-based and performance-based vesting conditions, both of which must be satisfied in order for RSUs to vest. The service-based vesting condition for these awards is typically satisfied over four years with a cliff vesting period of one year and continued vesting quarterly thereafter. The performance-based vesting condition is satisfied on the earlier of (i) a change in control event or (ii) the first sale of the Company’s common stock pursuant to an initial public offering. Both events were not deemed probable until consummated. Upon the first sale of the Company’s common stock pursuant to its IPO on April 5, 2021, the performance-based vesting condition was satisfied, and therefore, the Company recognized cumulative stock-based compensation expense of $ 16,803 using the accelerated attribution method for the portion of the awards for which the service-based vesting condition had been satisfied. RSUs granted after the IPO do not contain the performance-based vesting condition described above, and the related stock-based compensation expense is recognized on a straight-line basis over the requisite service period. RSU activity during the nine months ended September 30, 2021 was as follows: Number of Weighted- Aggregate Unvested balance—December 31, 2020 3,276,600 $ 17.92 $ 19,454 Granted 4,200,228 36.20 Released ( 295,650 ) 12.86 Forfeited ( 349,700 ) 28.65 Unvested balance—September 30, 2021 6,831,478 $ 28.83 $ 216,149 Stock-Based Compensation Expense —The Company records stock-based compensation expense based on the fair value as determined on the grant date. The Company estimates the fair value of stock options and shares of common stock to be issued under the ESPP utilizing the Black-Scholes valuation model. Key assumptions of the Black-Scholes valuation model are the risk-free interest rate, expected volatility, expected term and expected dividends. The Company recognizes such compensation expense on a straight-line basis over the requisite vesting period for each award. The fair value of restricted stock awards equals the market value of the underlying stock on the date of grant. These amounts are estimates and, thus, may not be reflective of actual future results, nor amounts ultimately realized by recipients of these grants. The following table summarizes the assumptions used in estimating the fair value of ESPP using the Black-Scholes valuation model: Nine Months Ended September 30, 2021 Risk-free interest rate 0.03 %- 0.16 % Expected term (in years) 0.5 - 2.0 Expected volatility 48.3 %- 60.3 % Dividend yield — % Stock-based compensation expense for the three and nine months ended September 30, 2020 and 2021 is classified in the condensed consolidated statements of operations as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2021 2020 2021 Cost of revenue $ 135 $ 527 $ 360 $ 1,537 Research and development 1,917 11,259 4,686 31,650 Sales and marketing 1,175 6,846 2,717 19,504 General and administrative 1,473 4,776 3,514 15,176 Total $ 4,700 $ 23,408 $ 11,277 $ 67,867 The Company capitalized $ 246 and $ 1,452 of stock-based compensation related to its internal-use software during the three months ended September 30, 2020 and 2021 , respectively, and it capitalized $ 565 and $ 3,813 of stock-based compensation related to its internal-use software during the nine months ended September 30, 2020 and 2021, respectively. As of September 30, 2021 , there was a total of $ 45,635 unrecognized employee compensation cost related to unvested stock options, which is expected to be recognized over a weighted-average period of approximately 2.18 years. In addition, as of September 30, 2021 , total unrecognized compensation cost related to unvested RSUs was $ 148,999 which is expected to be recognized over a weighted-average period of approximately 2.36 years. Total unrecognized compensation cost related to ESPP as of September 30, 2021 was $ 17,763 , which is expected to be recognized over a weighted-average period of approximately 1.09 years. Common Stock Reserved for Issuance — The Company’s common stock reserved for future issuance as of December 31, 2020 and September 30, 2021 was as follows: December 31, 2020 September 30, 2021 Conversion of convertible preferred stock 75,305,400 — Stock options outstanding 32,458,408 23,885,688 RSUs outstanding 3,276,600 6,831,478 Shares available for future grants 8,098,484 18,151,629 Total shares of common stock reserved 119,138,892 48,868,795 |