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SEC FORM 4 SEC Form 4

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^*

NASPERS LTD

(Last)

(First)

(Middle)

NASPERS LIMITED

40 HEERENGRACHT

(Street)

CAPE TOWN

8001

(City)

(State)

(Zip)

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

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/02/2021		C		12,719,472	A	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	17,120,840	I	See footnote⁽⁶⁾⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽¹⁾	11/02/2021		C			4,865,925	⁽¹⁾	⁽¹⁾	Common Stock	4,865,925	⁽¹⁾	0	I	See footnote⁽⁶⁾⁽⁷⁾
Series A-1 Convertible Preferred Stock	⁽²⁾	11/02/2021		C			496,377	⁽²⁾	⁽²⁾	Common Stock	496,377	⁽²⁾	0	I	See footnote⁽⁶⁾⁽⁷⁾
Series B Convertible Preferred Stock	⁽³⁾	11/02/2021		C			1,017,972	⁽³⁾	⁽³⁾	Common Stock	1,017,972	⁽³⁾	0	I	See footnote⁽⁶⁾⁽⁷⁾
Series C Convertible Preferred Stock	⁽⁴⁾	11/02/2021		C			90,639	⁽⁴⁾	⁽⁴⁾	Common Stock	90,639	⁽⁴⁾	0	I	See footnote⁽⁶⁾⁽⁷⁾
Series D Convertible Preferred Stock	⁽⁵⁾	11/02/2021		C			6,248,559	⁽⁵⁾	⁽⁵⁾	Common Stock	6,248,559	⁽⁵⁾	0	I	See footnote⁽⁶⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

NASPERS LTD

(Last)

(First)

(Middle)

NASPERS LIMITED

40 HEERENGRACHT

(Street)

CAPE TOWN

8001

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Prosus N.V.

(Last)

(First)

(Middle)

NASPERS LIMITED

40 HEERENGRACHT

(Street)

CAPE TOWN

8001

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MIH Edtech Investments B.V.

(Last)

(First)

(Middle)

NASPERS LIMITED

40 HEERENGRACHT

(Street)

CAPE TOWN

8001

(City)

(State)

(Zip)

Explanation of Responses:

1. Each share of Series A Convertible Preferred Stock automatically converted into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.

2. Each share of Series A-1 Convertible Preferred Stock automatically converted into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.

3. Each share of Series B Convertible Preferred Stock automatically converted into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.

4. Each share of Series C Convertible Preferred Stock automatically converted into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.

5. Each share of Series A Convertible Preferred Stock automatically converted into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.

6. The shares are held of record by MIH Edtech Investments B.V., or Edtech. Edtech is a subsidiary of Prosus N.V., or Prosus, a publicly traded company whose shares are listed on the Euronext Amsterdam. A majority of the voting power of the outstanding ordinary shares of Prosus N.V. is held by Naspers Limited, a publicly traded company whose shares are listed on the Johannesburg Stock Exchange. As a result, the shares held by Edtech may be deemed to be beneficially owned by Prosus and Naspers Limited.

7. Naspers Limited employs a differential voting structure involving two South African entities, Naspers Beleggings (RF) Beperk and Keeromstraat 30 Beleggings (RF) Beperk, the sole remit of which is to protect the continued independence of Naspers Limited. Each of Nasbel and Keerom disclaims beneficial ownership of all shares, except to the extent of their respective pecuniary interests therein, if any. Lawrence Illg, a director of the Issuer, serves as Chief Executive Officer, Food and EdTech, for Prosus, but has no voting or dispositive control over the shares held by Edtech.

Remarks:

	/s/ Nico Marais, Authorized Representative Naspers Limited	11/02/2021
	/s/ Nico Marais, Authorized Representative Prosus N.V.	11/02/2021
	/s/ Michal Koniec, Authorized Representative MIH Edtech Investments B.V.	11/02/2021
	** 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 4 (b)(v).
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