SEC Filing | Udemy

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SEC FORM 3 SEC Form 3

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^*

Allamano Cara Brennan

(Last)

(First)

(Middle)

C/O UDEMY, INC.

600 HARRISON STREET, 3RD FLOOR

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/28/2021

3. Issuer Name and Ticker or Trading Symbol
Udemy, Inc. [ UDMY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP People, Places & Learning

5. 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 Beneficially Owned
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	93,484	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Option (right to buy)	⁽¹⁾	07/29/2028	Common Stock	52,084	3.06	D
Employee Stock Option (right to buy)	⁽²⁾	05/06/2029	Common Stock	93,069	3.12	D
Employee Stock Option (right to buy)	⁽³⁾	11/22/2030	Common Stock	42,709	11.13	D
Employee Stock Option (right to buy)	⁽⁴⁾	03/25/2031	Common Stock	32,000	11.77	D

Explanation of Responses:

1. One-fourth of the shares underlying the option vested on June 25, 2019 and 1/48th of the remaining shares vest monthly thereafter.

2. The shares underlying this option vest in 48 equal monthly installments beginning on March 1, 2019.

3. The shares underlying this option vest in 48 equal monthly installments beginning on October 1, 2020.

4. The shares underlying this option vest in 48 equal monthly installments beginning on April 1, 2021.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Ken Hirschman, by power of attorney	10/28/2021
	** 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.

                               POWER OF ATTORNEY

      The undersigned, as a Section 16 reporting person of Udemy, Inc. (the
"Company"), hereby constitutes and appoints each of Kenneth Hirschman, Victoria
Nemiah, Sarah Tian, and Barbara Gunnufson of the Company, and each of the
responsible attorneys and paralegals of Wilson Sonsini Goodrich & Rosati,
Professional Corporation, the undersigned's true and lawful attorney-in-fact to:

      1.  complete and execute Forms ID, 3,4 and 5 and other forms and all
          amendments thereto as such attorney-in-fact shall in his or her
          discretion determine to be required or advisable pursuant to Section
          16 of the Securities Exchange Act of 1934 (as amended) and the rules
          and regulations promulgated thereunder, or any successor laws and
          regulations, as a consequence of the undersigned's ownership,
          acquisition or disposition of securities of the Company; and

      2.  do all acts necessary in order to file such forms with the Securities
          and Exchange Commission, any securities exchange or national
          association, the Company and such other person or agency as the
          attorney-in-fact shall deem appropriate.

      The undersigned hereby ratifies and confirms all that said attorneys-in-
fact and agents shall do or cause to be done by virtue hereof.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934 (as amended).

      This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms ID, 3, 4 and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the Company and the foregoing attorneys-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 12 day of October, 2021.


                                        Signature: /s/ Cara Brennan Allamano
                                                   -----------------------------
                                                   Cara Brennan Allamano