| 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). | ||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Udemy, Inc. [ UDMY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/11/2026 | ||||||||||||||||||||||||||
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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 | 05/11/2026 | D | 98,286 | D | (1) | 0 | I | See footnote(2)(3) | ||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. See Exhibit 99.1 |
| 2. See Exhibit 99.1 |
| 3. See Exhibit 99.1 |
| Remarks: |
| This Form 4 is the second of two Forms 4 filed relating to the same event. The Form 4 has been 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 is filed by Designated Filer, Insight Holdings Group, LLC. |
| Insight Holdings Group, LLC By: /s/ Andrew Prodromos | 05/13/2026 | |
| Insight Falcon Partners (A), L.P. By: Insight Falcon Associates, Ltd., its general partners | 05/13/2026 | |
| Insight Falcon Associates, Ltd.By: /s/ Andrew Prodromos | 05/13/2026 | |
| Insight Venture Management, LLC By: /s/ Andrew Prodromos | 05/13/2026 | |
| Insight Partners Public Equities GP, LLC By: /s/ Andrew Prodromos | 05/13/2026 | |
| Insight Partners Public Equities Master Fund, L.P. By: Insight Partners Public Equities GP, LLC, its general partner | 05/13/2026 | |
| ** 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. | ||
EXHIBIT 99.1
EXPLANATION OF RESPONSES
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(1)
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Pursuant to the Agreement and Plan of Merger, dated December 17, 2025 (the “Merger Agreement”), by and among Udemy, Inc., a
Delaware corporation (“Issuer”), Coursera, Inc., a Delaware public benefit corporation (“Coursera”), and Chess Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Coursera (“Merger Sub”), effective as of May 11,
2026, Merger Sub merged with and into Issuer (the “Merger”), with Issuer surviving the Merger. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.00001 per share, of Issuer issued
and outstanding, held by Insight Partners Public Equities Master Fund, L.P. was converted into the right to receive 0.800 share of common stock, par value $0.00001 per share, of Coursera.
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(2)
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For purposes of the exemption under Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, the Board of
Directors of the Issuer approved the disposition of any direct or indirect pecuniary interest in any and all of the Shares by the Reporting Person as a result of or in connection with the transaction reported in this Form 4.
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(3)
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Held directly by Insight Partners Public Equities Master Fund, L.P.
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EXHIBIT 99.2
JOINT FILERS’ SIGNATURES
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INSIGHT HOLDINGS GROUP, LLC
By: /s/Andrew Prodromos
Name: Andrew Prodromos
Title: Attorney-in-Fact
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Date: 05/13/2026
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INSIGHT FALCON PARTNERS (A), L.P
By: Insight Falcon Associates, Ltd., its general partners By: /s/Andrew
Prodromos
Name: Andrew Prodromos
Title: Authorized Officer
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Date: 05/13/2026
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INSIGHT FALCON ASSOCIATES, LTD.
By: /s/Andrew Prodromos
Name: Andrew Prodromos
Title: Authorized Officer
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Date: 05/13/2026
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INSIGHT VENTURE MANAGEMENT, LLC
By: /s/Andrew
Prodromos
Name: Andrew Prodromos
Title: Authorized Officer
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Date: 05/13/2026
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INSIGHT PARTNERS PUBLIC EQUITIES GP, LLC
By: /s/Andrew
Prodromos
Name: Andrew Prodromos
Title: Authorized Officer
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Date: 05/13/2026
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INSIGHT PARTNERS PUBLIC EQUITIES MASTER FUND, L.P.
By: Insight Partners Public Equities GP, LLC, its general partner By: /s/Andrew Prodromos
Name: Andrew Prodromos
Title: Authorized Officer
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Date: 05/13/2026
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EXHIBIT 99.3
JOINT FILER INFORMATION
0 shares of common stock are held of record by Insight Venture Partners VII, L.P. (“IVP VII”), 0 shares of common stock are held of
record by Insight Venture Partners VII (Co-Investors), L.P. (“Co-Investors VII”), 0 shares of common stock are held of record by Insight Venture Partners (Cayman) VII, L.P. (“Cayman VII”) and 0 shares of common stock are held of record by Insight
Venture Partners (Delaware) VII, L.P. (“Delaware VII” and, together with IVP VII, Co-Investors VII and Cayman VII, the “IVP VII Entities”).
The amount listed as owned by each IVP VII Entity may be deemed to be attributable to each of the other IVP VII Entities, Insight
Venture Associates VII, L.P. (“IVA VII LP”), Insight Venture Associates VII, Ltd. (“IVA VII Ltd”) and Insight Holdings Group, LLC (“Holdings”), because Holdings is the sole shareholder of IVA VII Ltd, which in turn is the general partner of IVA VII
LP, which in turn is the general partner of each of the IVP VII Entities.
0 shares of common stock are held of record by Grace Software Cross Fund Holdings, LLC (“Grace”). The amount listed as owned by Grace
may be deemed to be attributable to each of Insight Associates XI, L.P. (“IA XI LP”), Insight Associates XI, Ltd. (“IA XI Ltd”) and Holdings, because Holdings is the sole shareholder of IA XI Ltd, which in turn is the general partner of IA XI LP,
which in turn is the manager of Grace.
0 shares of common stock are held of record by Insight Partners Public Equities Master Fund, L.P. (“IPPE Master Fund” and, together
with the IVP VII Entities and Grace, the “Funds”). The amount listed as owned by IPPE Master Fund may be deemed to be attributable to Insight Partners Public Equities GP, LLC (“IPPE GP”), Insight Venture Management, LLC (“IVM”), Insight Falcon
Partners (A), L.P. (“Falcon LP”), Insight Falcon Associates, Ltd. (“Falcon Ltd”) and Holdings, because Holdings is the sole shareholder of Falcon Ltd, which in turn is the general partner of Falcon LP, which in turn is the sole member of IVM, which
in turn is the sole member of IPPE GP, which in turn is the general partner of IPPE Master Fund.
Each of Jeffrey Horing, Deven Parekh, Jeffrey Lieberman and Michael Triplett is a member of the board of managers of Holdings and may
be deemed to have shared voting and dispositive power over the shares held of record by the Funds. The foregoing is not an admission by IVA VII LP, IVA VII Ltd, IA XI LP, IA XI Ltd, Falcon LP, Falcon Ltd, IVM, IPPE GP or Holdings that it is the
beneficial owner of the shares held of record by the Funds. Each of Messrs. Horing, Parekh, Lieberman and Triplett disclaims beneficial ownership of the shares held by the Funds, except to the extent of his pecuniary interest therein.
The address of each of the entities and persons identified in this Exhibit 99.3 is c/o Insight Partners, 1114 Avenue of the Americas,
36th Floor, New York, New York 10036.