| 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)
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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) 02/03/2025 | ||||||||||||||||||||||||||
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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 | 02/03/2025 | A | 1,873,171(1)(2) | A | $0 | 1,873,171 | D | |||
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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 | ||||||||
| Stock Option (right to buy) | $7.81 | 02/03/2025 | A | 3,746,342(1) | (3) | 02/03/2035 | Common Stock | 0 | $0 | 3,746,342 | D | ||||
| Performance-based Stock Option (right to buy) | $7.81 | 02/03/2025 | A | 1,404,879(1) | (4) | 02/03/2035 | Common Stock | 0 | $0 | 1,404,879 | D | ||||
| Explanation of Responses: |
| 1. Reflects restricted stock units (RSUs) and stock options granted upon the appointment of the reporting person as the new President and Chief Executive Officer of the issuer. |
| 2. Shares issuable upon settlement of a restricted stock unit award, with 25% of the RSUs subject to the award vesting on February 3, 2026, 6.25% of the RSUs subject to the award vesting on February 15, 2026, and 68.75% of the RSUs subject to the award vesting in 11 equal quarterly installments thereafter, subject to the reporting person's continued service with the issuer through the applicable vesting dates. |
| 3. Option vests over four years, with 25% of the shares subject to the option vesting on February 3, 2026 and 75% of the shares subject to the option vesting in 12 equal quarterly installments thereafter, subject to the reporting person's continued service with the issuer through the applicable vesting dates. |
| 4. Option vests upon satisfaction of both service- and market-based vesting conditions. The market-based vesting condition is satisfied when the trailing simple moving average closing price of the issuer's common stock over a 60-trading day period equals or exceeds 150% of the Base Stock Price, which is defined in the applicable option agreement as the 30-trading day trailing simple moving average closing price of the issuer's common stock ended on February 3, 2025. Under the service-based vesting condition, the option vests over four years with 25% of the shares subject to the option vesting on February 3, 2026, and 75% of the shares subject to the option vesting in 12 equal quarterly installments thereafter, subject to the reporting person's continued service with the issuer through the applicable vesting dates. |
| /s/ Sylvia Lexington, Attorney-in-Fact | 02/05/2025 | |
| ** 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. | ||
