October 27, 2021
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, N.E.
Washington, D.C. 20549
Registration Statement on Form S-1
(File No. 333-260042)
Requested Date: October 28, 2021
Requested Time: 4:00 P.M. Eastern Time
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Udemy, Inc. (the Company) hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-260042) (the Registration Statement) be declared effective at the Requested Date and Requested Time set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.
Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Tony Jeffries at (650) 849-3223 or, in his absence, Christina Poulsen at (650) 849-3245.
* * * *
Very truly yours,
|Name: Sarah Blanchard|
|Title: Chief Financial Officer|
cc: Gregg Coccari, Udemy, Inc.
Kenneth Hirschman, Udemy, Inc.
Tony Jeffries, Wilson Sonsini Goodrich & Rosati, P.C.
Yoichiro Taku, Wilson Sonsini Goodrich & Rosati, P.C.
Lianna Whittleton, Wilson Sonsini Goodrich & Rosati, P.C.
Christina Poulsen, Wilson Sonsini Goodrich & Rosati, P.C.
Daniel N. Webb, Simpson Thacher & Bartlett LLP