Coursera (COUR) Form 4 Coursera / Andrew Y. Ng 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^*

Ng Andrew Y.

(Last) (First) (Middle)

381 E. EVELYN AVE.

(Street)

MOUNTAIN VIEW CA 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)
04/18/2023

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/18/2023		M		50,000	A	$1.68	7,405,398	D
Common Stock	04/18/2023		S		50,000	D	$10.5413(1)	7,355,398	D
Common Stock	04/19/2023		S		25,000	D	$10.3888(2)	7,330,398	D

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
Stock Option (right to buy)	$1.68	04/18/2023		M			50,000	(3)	09/30/2024	Common Stock	50,000	$0.00	900,000	D

Explanation of Responses:

1. Represents a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $10.40 to $10.85, inclusive. The reporting person undertakes to provide upon request by the Securities and Exchange Commission, the issuer, or a securityholder of the issuer detailed information regarding the price and number of shares sold within the range indicated.

2. Represents a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $10.305 to $10.47, inclusive. The reporting person undertakes to provide upon request by the Securities and Exchange Commission, the issuer, or a securityholder of the issuer detailed information regarding the price and number of shares sold within the range indicated.

3. Represents an initial option to purchase 1,420,000 shares of common stock, which vests in 48 substantially equal monthly installments on each of monthly anniversary of April 21, 2014, subject to full-time employment, or 96 substantially equal monthly installments on each monthly anniversary of April 21, 2014, after transitioning to consultant or part-time employee status.

Remarks:

	/s/ Lana B. Persaud, Attorney-in-Fact	04/20/2023
	** 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 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.
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