Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0104
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1. Name and Address of Reporting Person*
Brown Gregory Scott

(Last) (First) (Middle)


(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
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)
President, Udemy Business
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)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) (1) 11/22/2030 Common Stock 750,000 11.13 D
Employee Stock Option (right to buy) (2) 11/22/2030 Common Stock 350,000 11.13 D
Explanation of Responses:
1. The shares underlying this option vest as follows: one-fourth of the shares will vest on November 2, 2021 and the remaining shares will vest monthly in equal installments thereafter.
2. The shares underlying this option will vest upon the achievement of certain performance-based conditions as follows: (i) 50% of the shares will vest when the Company achieves $230 million in annual recurring revenue ("ARR") in enterprise revenue and (ii) 50% of the shares will vest when the Company achieves $330 million in ARR in enterprise revenue.
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/ Gregory Brown
                                                   Gregory Brown