SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

G Squared Equity Management LP

(Last)

(First)

(Middle)

C/O G SQUARED

205 N. MICHIGAN AVENUE, SUITE 3770

(Street)

CHICAGO

60601

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/30/2021

3. Issuer Name and Ticker or Trading Symbol
Coursera, Inc. [ COUR ]

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

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

5. 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 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	10,658,130	I	See Footnotes⁽¹⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series B Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	201,309	⁽¹⁰⁾	I	See Footnotes⁽²⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Series C Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	658,618	⁽¹⁰⁾	I	See Footnotes⁽³⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Series D Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	3,921,506	⁽¹⁰⁾	I	See Footnotes⁽⁴⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Series D-1 Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	2,445,569	⁽¹⁰⁾	I	See Footnotes⁽⁵⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Series F Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	450,182	⁽¹⁰⁾	I	See Footnotes⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾

1. Name and Address of Reporting Person^*

G Squared Equity Management LP

(Last)

(First)

(Middle)

C/O G SQUARED

205 N. MICHIGAN AVENUE, SUITE 3770

(Street)

CHICAGO

60601

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

G Squared Opportunities ICAV

(Last)

(First)

(Middle)

C/O G SQUARED

205 N. MICHIGAN AVENUE, SUITE 3770

(Street)

CHICAGO

60601

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

G Squared Opportunities Fund IV LLC

(Last)

(First)

(Middle)

C/O G SQUARED

205 N. MICHIGAN AVENUE, SUITE 3770

(Street)

CHICAGO

60601

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Ventura-Gsquared Investments LP Fund

(Last)

(First)

(Middle)

C/O G SQUARED

205 N. MICHIGAN AVENUE, SUITE 3770

(Street)

CHICAGO

60601

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

G Squared Coursera IV LLC

(Last)

(First)

(Middle)

C/O G SQUARED

205 N. MICHIGAN AVENUE, SUITE 3770

(Street)

CHICAGO

60601

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

G Squared Opportunities Fund V LLC

(Last)

(First)

(Middle)

C/O G SQUARED

205 N. MICHIGAN AVENUE, SUITE 3770

(Street)

CHICAGO

60601

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

G Squared Special Situations Fund LLC

(Last)

(First)

(Middle)

C/O G SQUARED

205 N. MICHIGAN AVENUE, SUITE 3770

(Street)

CHICAGO

60601

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Represents (i) 3,628,987 shares of common stock held of record by G Squared Opportunities ICAV ("GS ICAV"), (ii) 2,744,025 shares of common stock held of record by G Squared Opportunities Fund IV LLC ("GSOF IV"), (iii) 2,130,506 shares of common stock held of record by Ventura-Gsquared Investments LP Fund ("VGI"), (iv) 627,771 shares of common stock held of record by G Squared IV, LP ("GS IV"), (v) 701,815 shares of common stock held of record by G Squared IV, SCSp ("GS SCS"), (vi) 230,702 shares of common stock held of record by G Squared Coursera IV LLC ("GSC IV"), (vii) 163,342 shares of common stock held of record by G Squared V LP ("GS V"), (viii) 136,658 shares of common stock held of record by G Squared Opportunities Fund V LLC ("GSOF V"), and (ix) 294,324 shares of common stock held of record by G Squared Special Situations Fund LLC ("GSSS").

2. Represents 201,309 shares of Series B Preferred Stock held of record by GSOF IV.

3. Represents (i) 14,888 shares of Series C Preferred Stock held of record by GSOF IV, (ii) 588,986 shares of Series C Preferred Stock held of record by G Squared Opportunities Fund I LLC ("GSOF I"), (iii) 50,000 shares of Series C Preferred Stock held of record by GS V, and (iv) 4,744 shares of Series C Preferred Stock held of record by G Squared Opportunities Fund II LLC ("GSOF II").

4. Represents (i) 588,173 shares of Series D Preferred Stock held of record by GSOF IV, and (ii) 3,333,333 shares of Series D Preferred Stock held of record by G Squared Coursera LLC ("GSC").

5. Represents (i) 895,668 shares of Series D-1 Preferred Stock held of record by G Squared Opportunities Fund I, Series C-6 ("GSOF 6"), (ii) 83,238 shares of Series D-1 Preferred Stock held of record by GSOF I, (iii) 666,667 shares of Series D-1 Preferred Stock held of record by G Squared Opportunities Fund I, Series C-7 ("GSOF 7"), (iv) 666,663 shares of Series D-1 Preferred Stock held of record by G Squared Coursera II LLC ("GSC II"), and (v) 133,333 shares of Series D-1 Preferred Stock held of record by G Squared Coursera III LLC ("GSC III").

6. Represents (i) 22,879 shares of Series F Preferred Stock held of record by GSOF IV, (ii) 202,128 shares of Series F Preferred Stock held of record by GS IV, (iii) 225,175 shares of Series F Preferred Stock held of record by GS SCS.

7. G Squared Equity Management LP ("GSEM") is the sole general partner of G Squared Equity GP V, LLC ("GP V"), which is the sole general partner of GS V. GSEM is the sole general partner of G Squared Equity GP IV ("GP IV"), which is the sole general partner of GS IV. GSEM is the sole general partner of G Squared Equity GP S.a r.l. ("GP SARL"), which is the sole general partner of GS SCS. GSEM is the sole managing partner and investment adviser to each of GSC IV, GSOF IV, GSOF V, GS ICAV, GSSS, and VGI (together with GS V, GS IV and GS SCS, the "GSEM Funds"). Larry Aschebrook ("Aschebrook") is the Managing Partner of GSEM, and has sole voting and dispositive control over the shares held of record by the GSEM Funds.

8. G Squared Equity LLC ("GSE") is the sole manager and investment adviser to each of GSC, GSC II, GSC III, GSOF I, GSOF II, GSOF 6, and GSOF 7 (the "GSE Funds"). Aschebrook is the Managing Partner of GSE, and has sole voting and dispositive control over the shares held of record by the GSE Funds.

9. Each of GSEM, GSE, GP V, GP IV, GP SARL and Aschebrook disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

10. The Issuer's Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock, and Series F Preferred Stock shall automatically convert into Common Stock on a 1-for-1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

Remarks:

This Form 3 is the second of three Forms 3 being filed relating to the same event. The Form 3 has been split into three filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 Reporting Persons. Each Form 3 will be filed by Designated Filer G Squared Equity Management LP.

	G SQUARED EQUITY MANAGEMENT LP, By: Larry Aschebrook, Title: Managing Partner, /s/ Larry Aschebrook	04/07/2021
	G SQUARED SPECIAL SITUATIONS FUND LLC, By: G Squared Equity Management LP, By: Larry Aschebrook, Title: Authorized Representative, /s/ Larry Aschebrook	04/07/2021
	G SQUARED OPPORTUNITIES FUND V LLC, By: G Squared Equity Management LP, By: Larry Aschebrook, Title: Authorized Representative, /s/ Larry Aschebrook	04/07/2021
	G SQUARED COURSERA IV LLC, By: G Squared Equity Management LP, By: Larry Aschebrook, Title: Authorized Representative, /s/ Larry Aschebrook	04/07/2021
	VENTURA-GSQUARED INVESTMENTS LP FUND, By: G Squared Equity Management LP, By: Larry Aschebrook, Title: Authorized Representative, /s/ Larry Aschebrook	04/07/2021
	G SQUARED OPPORTUNITIES FUND IV LLC, By: G Squared Equity Management LP, By: Larry Aschebrook, Title: Authorized Representative, /s/ Larry Aschebrook	04/07/2021
	G SQUARED OPPORTUNITIES ICAV, By: G Squared Equity Management LP, By: Larry Aschebrook, Title: Authorized Representative, /s/ Larry Aschebrook	04/07/2021
	** 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 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).
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