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^*

Gabriel Investment Partners II, L.P.

(Last)

(First)

(Middle)

999 BAKER WAY, SUITE 400

(Street)

SAN MATEO

94404

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/12/2013

3. Issuer Name and Ticker or Trading Symbol
CHEGG, INC [ CHGG ]

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)

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 A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	19,902	⁽¹⁾	I	Held directly by Gabriel Legacy Fund II, L.P.⁽²⁾
Series A-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	6,913,894	⁽¹⁾	I	Held directly by Gabriel Venture Partners II, L.P.⁽²⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,103	⁽¹⁾	I	Gabriel Legacy Fund II, L.P.⁽²⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	703,556	⁽¹⁾	I	Held directly by Gabriel Venture Partners II, L.P.⁽²⁾
Series C-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	10,321	⁽¹⁾	I	Held directly by Gabriel Legacy Fund II, L.P.⁽²⁾
Series C-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	3,453,158	⁽¹⁾	I	Held directly by Gabriel Venture Partners II, L.P.⁽²⁾
Series F Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	37	⁽¹⁾	I	Held directly by Gabriel Legacy Fund II, L.P.⁽²⁾
Series F Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	12,463	⁽¹⁾	I	Held directly by Gabriel Venture Partners II, L.P.⁽²⁾

1. Name and Address of Reporting Person^*

Gabriel Investment Partners II, L.P.

(Last)

(First)

(Middle)

999 BAKER WAY, SUITE 400

(Street)

SAN MATEO

94404

(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^*

GABRIEL LEGACY FUND II LP

(Last)

(First)

(Middle)

999 BAKER WAY

STE 400

(Street)

SAN MATEO

94404

(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^*

GABRIEL VENTURE PARTNERS II LP

(Last)

(First)

(Middle)

999 BAKER WAY

SUITE 400

(Street)

SAN MATEO

94404

(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^*

BOLANDER FREDERICK W W

(Last)

(First)

(Middle)

C/O GABRIEL VENTURE PARTNERS

999 BAKER WAY, SUITE 400

(Street)

SAN MATEO

94404

(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^*

Chou Scott

(Last)

(First)

(Middle)

C/O GABRIEL VENTURE PARTNERS

999 BAKER WAY, SUITE 400

(Street)

SAN MATEO

94404

(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. Each share of Preferred Stock will automatically convert into 0.666666667 shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering of Common Stock for no additional consideration, and has no expiration date.

2. Gabriel Investment Partners II, L.P. ("Gabriel Investment") serves as the General Partner of this entity. Scott Chou and Frederick Bolander are the managing partners of Gabriel Investment and share voting and investment power over the shares.

Remarks:

	/s/ Gabriel Investment Partners II, L.P. by Frederick W.W. Bolander, General Partner	11/12/2013
	/s/ Gabriel Venture Partners II, L.P. by Frederick W.W. Bolander, General Partner	11/12/2013
	/s/ Gabriel Legacy Fund II, L.P. by Frederick W.W. Bolander, General Partner	11/12/2013
	/s/ Frederick W.W. Bolander	11/12/2013
	/s/ Scott Chou	11/12/2013
	** 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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