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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hours per response: 0.5
1. Name and Address of Reporting Person*
Hirschman Kenneth

(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)
SVP, Operations and GC
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)
Common Stock 185,095(1) D
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) (2) 07/30/2028 Common Stock 197,500 3.06 D
Employee Stock Option (right to buy) (3) 05/07/2029 Common Stock 54,027 3.12 D
Explanation of Responses:
1. Includes 150,718 unvested restricted stock units granted pursuant to the Issuer's 2021 Equity Incentive Plan: (i) 63,218 RSUs granted on November 15, 2021; 1/11th of the RSUs will vest on February 15, 2023 and on each quarterly anniversary thereafter, (ii) 65,625 RSUs granted on May 15, 2022; 1/14th of the RSUs will vest on February 15, 2023 and on each quarterly anniversary thereafter, (iii) 21,875 RSUs granted on August 6, 2022; 1/7th of the RSUs will vest on February 15, 2023 and on each quarterly anniversary thereafter. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement.
2. 147,500 shares underlying this option were fully vested on July 16, 2022. 50,000 shares underlying this option started vesting in 48 equal monthly installments beginning on December 3, 2021.
3. The shares underlying this option started vesting in 48 equal monthly installments beginning on March 1, 2019.
Exhibit 24 - Power of Attorney
/s/ Sarah Tian, Attorney-in-Fact 01/13/2023
** 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.
The undersigned, as a Section 16 reporting person of Udemy, Inc. (the "Company"), hereby
constitutes and appoints each of 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 21st day of December, 2022.
/s/ Kenneth Hirschman
Name: Kenneth Hirschman