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United States securities and exchange commission logo
August 5, 2021
Gregg Coccari
Chief Executive Officer
Udemy, Inc.
600 Harrison Street, 3rd Floor
San Francisco, California 94107
Re: Udemy, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted July 12,
2021
CIK No. 0001607939
Dear Mr. Coccari:
We have reviewed your amended 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
response.
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
comments.
Draft Registration Statement on Form S-1 Submitted July 9, 2021
Prospectus Summary
Integrating our UB offering with employees' workflow, page 7
1. We note your revised
disclosure in response to comment 3. Please revise to clarify what
you mean by "customers
learning management systems and learning experience
platforms," and how you
intend to integrate with these workflows.
Risk Factors
Our platform relies on...., page 17
2. We note your response
to comment 6. Please revise your disclosure to quantify the
number or proportion of
instructors who provide the bulk of instruction, as well as what
Gregg Coccari
Udemy, Inc.
August 5, 2021
Page 2
you mean by the "bulk" of instruction.
General
3. Please expand on or clarify the manner in which instructors earn fees,
including:
whether an instructor is paid a flat fee per subscriber to each of
its courses, a
percentage of overall payments made by subscribers to one or all of
its courses, or
otherwise;
whether instructors agree to provide course content for a minimum
term; and
whether and how different courses and/or instructors are priced
differently.
In addition, please discuss the material terms of any refund policy
offered to content users.
4. Please discuss any relevant agreements and policies between you and your
instructors
regarding instructor content, such as agreements with instructors
regarding their
infringement on the intellectual property rights of others (e.g., as a
result of using
copyrighted text or video in a course), the division of responsibilities
and consequences
between you and instructors of any such infringement, and whether and how
you ensure
(ahead of time or after the fact) that such infringement does not occur.
Please also discuss
any relevant agreements or policies regarding inappropriate course
content.
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 Stacey Peikin at 202-551-6223 or Lilyanna Peyser at 202-551-3222 with
any other
questions.
Sincerely,
FirstName LastNameGregg Coccari
Division of
Corporation Finance
Comapany NameUdemy, Inc.
Office of Trade &
Services
August 5, 2021 Page 2
cc: Tony Jeffries
FirstName LastName