| 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 03/30/2021 | 3. Issuer Name and Ticker or Trading Symbol Coursera, Inc. [ COUR ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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| 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 | 77,000(1)(2) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Stock Option (right to buy) | (3) | 09/30/2024 | Common Stock | 50,000 | 1.68 | D | |
| Stock Option (right to buy) | (3) | 11/18/2025 | Common Stock | 12,600 | 2.09 | D | |
| Stock Option (right to buy) | (3) | 12/05/2026 | Common Stock | 9,416 | 2.13 | D | |
| Stock Option (right to buy) | (3) | 05/19/2027 | Common Stock | 12,125 | 2.56 | D | |
| Stock Option (right to buy) | (4) | 11/15/2027 | Common Stock | 50,000 | 1.68 | D | |
| Stock Option (right to buy) | (5) | 05/15/2028 | Common Stock | 50,000 | 2.23 | D | |
| Stock Option (right to buy) | (6) | 08/29/2028 | Common Stock | 100,000 | 2.23 | D | |
| Stock Option (right to buy) | (7) | 08/27/2029 | Common Stock | 100,000 | 6.3 | D | |
| Stock Option (right to buy) | (8) | 08/18/2030 | Common Stock | 51,000 | 7.91 | D | |
| Explanation of Responses: |
| 1. Includes 17,000 shares issuable upon the settlement of a restricted stock unit ("RSU") award, with 25% of the award vesting on August 15, 2021, and 75% of the award vesting in 12 equal quarterly installments thereafter, subject to the reporting person's continued service with the Issuer through the applicable vesting dates. |
| 2. Includes 60,000 shares issuable upon the settlement of a RSU award, with 25% of the award vesting on May 15, 2023, and 75% of the award vesting in 8 equal quarterly installments thereafter, subject to the reporting person's continued service with the Issuer through the applicable vesting dates. |
| 3. Shares are fully vested and immediately exercisable. |
| 4. Represents an initial option to purchase 50,000 shares of common stock, with 25% of the total number of shares subject to the option vesting on November 15, 2018, and 75% of the total number of shares of common stock subject to the option vesting in 36 equal monthly installments thereafter, subject to the reporting person's continued service with the Issuer through such vesting date. |
| 5. Option to purchase 50,000 shares of common stock, with 25% of the total number of shares of common stock subject to the option vesting on April 1, 2019, and 75% of the total number of shares of common stock subject to the option vesting in 36 equal monthly installments thereafter, subject to the reporting person's continued service with the Issuer through such vesting date. |
| 6. Option vests over four years, with 25% of the shares subject to the option vesting on August 1, 2019, and 75% of the total number of shares of common stock subject to the option vesting in 36 equal monthly installments thereafter, subject to the reporting person's continued service with the Issuer through such vesting date. |
| 7. Option vests over four years, with 25% of the shares subject to the option vesting on August 27, 2020, and 75% of the shares subject to the option vesting in 36 equal monthly installments thereafter, subject to the reporting person's continued service with the Issuer through the applicable vesting dates. |
| 8. Option vests over four years, with 25% of the shares subject to the option vesting on August 15, 2021, and 75% of the shares subject to the option vesting in 36 equal monthly installments thereafter, subject to the reporting person's continued service with the Issuer through the applicable vesting dates. |
| Remarks: |
| Senior Vice President, Services Exhibit List: Exhibit 24 - Power of Attorney |
| By: /s/ Xueyan Wang | 03/30/2021 | |
| ** 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 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. | ||
| 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. | ||
