United States securities and exchange commission logo

                             June 23, 2021

       Gregg Coccari
       Chief Executive Officer
       Udemy, Inc.
       600 Harrison Street, 3rd Floor
       San Francisco, California 94107

                                                        Re: Udemy, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Filed May 26, 2021
                                                            CIK No. 0001607939

       Dear Mr. Coccari:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional

       Draft Registration Statement on Form S-1

       Prospectus summary, page 1

   1.                                                   We note references to
your revenue growth throughout the registration statement,
                                                        including at pages 1
and 3. At each instance, please balance discussion of your revenue
                                                        growth with disclosure
of your net losses for FY2019 and FY2020 and accumulated
   2.                                                   Please revise, where
appropriate, to clarify the meaning of the terms "contextual bandits"
                                                        and "deep learning."
 Gregg Coccari
Udemy, Inc.LastNameGregg Coccari
June       NameUdemy, Inc.
     23, 2021
June 23,
Page 2 2021 Page 2
FirstName LastName

Integrating our UB offering with employees' workflow, page 6

3.       Please clarify the meaning of the statement that you intend to "expand
[y]our offering to
         integrate with existing employee learning-and-development workflows."
Successfully executing on our land-and-expand strategy, page 6

4.       We note the relatively low percentage of total available seats
contracted for in your
         enterprise customer base. Please clarify, where appropriate, why you
believe that this
         relatively low percentage is indicative of a promising growth
opportunity rather than a
         lack of customer interest in this product.
If we fail to maintain and expand our relationships with enterprise customers,
page 17

5.       Please file your material agreements with enterprise customers, if
any, and describe the
         material terms of such agreements.
Our platform relies on a limited number of key instructors, page 17

6.       Please reconcile your disclosure about your reliance on a limited
number of key
         instructors with your disclosure throughout the prospectus about your
broad range of
         courses and instructors. In this regard, your risk factor disclosure
appears to contradict a
         competitive strength emphasized in your disclosure narrative.
We operate in a highly competitive market, page 17

7.       Please reconcile your disclosure in the third paragraph of this risk
factor about competitors
         soliciting your instructors with disclosure elsewhere in the
prospectus that content creators
         are required to enter into exclusivity agreements. In this regard,
please expand your
         discussion of the breadth, scope, and limitations of the exclusivity
The COVID-19 pandemic could affect our business, page 19

8.       Please revise here and elsewhere as appropriate to quantify the
increase in your sales
         during the pandemic, as well as pandemic-related expenses. In
addition, please
         specifically address the likelihood that your revenues may regress to
the mean and/or such
         expenses will not decrease once the global pandemic ends.
We may need to change our pricing model for our platform's offerings, page 20

9.       We note disclosure throughout your prospectus about your artificial
intelligence, machine
         learning, and learner incentives. Based on this disclosure, it appears
that you believe your
         analytics provide useful insight into optimizing customer engagement.
         please revise your prospectus for consistency with your statement in
this risk factor that
         you have limited experience determining optimal prices and contract
length for your
         platform's offerings.
 Gregg Coccari
Udemy, Inc.LastNameGregg Coccari
June       NameUdemy, Inc.
     23, 2021
June 23,
Page 3 2021 Page 3
FirstName LastName
Business, page 82

10.      We note your reference here and in the summary to an "aligned
incentive model" which
         incentivizes instructors. Please revise to explain the incentive
structure. Specifically,
         describe the incentives that are offered to your instructors (other
than customer feedback),
         the specific behavior that is encouraged, and the pecuniary benefit
(or otherwise) that is
         realized by an average instructor under your incentive program. If the
incentives are, as
         suggested in the third to last paragraph on page four, limited to
customer data and metrics,
         please revise your disclosure to remove any implication that the
incentives available to
         instructors are monetary bonuses. On the other hand, if you incentives
are, in fact,
         bonuses payable in addition to standard fees earned by instructors per
course, please
         disclose. For example, we note disclosure in the second-to-last bullet
on page 87 that you
         reward instructors for being first to address in-demand topics. Please
Industry, page 82

11.      Please revise under the sub-headings "Relevance" and "Breadth" to more
fully describe
         the strengths and weaknesses of the so-called publisher model. While
it seems that your
         discussion relates to shortcomings related to hard copy publishing of
text books or other
         written materials, your disclosure does not say so explicitly. To the
extent that the
         publisher model includes digital information published on free or paid
learning websites,
         it is unclear why you believe publishers would not be able to react
quickly to changing
         landscapes and updated information. Please explain.
Our Solution, page 84

12.      Please revise to disclose the cost, length and features of your
various subscription models,
         including termination features. In addition, please disclose your
retention and renewal
13.      We note your reference in the final paragraph of this sub-section on
page 85 to immersive
         learning experiences. Please revise, where appropriate, to explain
what these experiences
         entail, their significance to your business model, anticipated growth
opportunities, and
         current pricing. While your current disclosure indicates that
immersive learning
         experiences are premium services, your disclosure lacks specificity.
Please revise
Global distribution and reach with strong brand value, page 87

14.      We note your disclosure that you are adept at quickly and efficiently
entering new
         markets. Please revise, where appropriate, to explain the process by
which you select new
         markets and expand into them, discussing relevant costs and milestones
as applicable.
15.      Please revise, where appropriate, to quantify the significant earnings
potential available to
         instructors. In this regard, we note disclosure at page 63 that your
approximately 56,000
 Gregg Coccari
Udemy, Inc.
June 23, 2021
Page 4
       instructors earned $161.4 million in 2020. Please disclose the mean and
median earnings
       per instructor.
Unmatched content generation engine, page 87

16.    Please revise to substantiate your statement that your content
generation is unmatched or
       revise to express this sentiment as your belief. Make corresponding
revisions throughout
       the prospectus, as appropriate, to remove or substantiate claims that
your services are
       unmatched, unparalleled, or similar comparative terms.
Sales and Marketing, page 91

17.    Please revise to disclose the terms of your material agreements, if any,
with consumer,
       enterprises and instructors, including strategic partnerships.
Executive officers and directors, page 95

18.    Please provide a professional biography for your chief executive officer
for the past five
       years, including from 2017 to 2019.
Index to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Deferred Revenue, page F-16

19.    We note your disclosure    Remaining performance obligations include
unearned revenue,
       multi-year contracts with future installment payments and certain
unfulfilled orders
       against accepted customer contracts at the end of any given period.
Please clarify for us
       in further detail the nature of each of these performance obligations.
       You may contact Aamira Chaudhry at (202) 551-3389 or Joel Parker at
(202) 551-3651 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Daniel Morris at (202) 551-3314 or Lilyanna Peyser at (202) 551-3222
with any other

FirstName LastNameGregg Coccari
                                                             Division of
Corporation Finance
Comapany NameUdemy, Inc.
                                                             Office of Trade &
June 23, 2021 Page 4
cc:       Tony Jeffries
FirstName LastName