SEC FORM 4/A

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BROWN ANDREW J

(Last)

(First)

(Middle)

C/O CHEGG, INC

3990 FREEDOM CIR

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/05/2019

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/31/2019		M⁽¹⁾		78,295	A	$7.875	207,854⁽²⁾	I⁽³⁾	By Andy and Pam Brown Family Trust⁽⁴⁾
Common Stock	01/31/2019		M⁽¹⁾		2,975	A	$7.875	210,829⁽⁵⁾	I	By Andy and Pam Brown Family Trust⁽⁴⁾
Common Stock	01/31/2019		S⁽¹⁾		81,270	D	$35.18⁽⁶⁾	129,559⁽⁷⁾	I	By Andy and Pam Brown Family Trust⁽⁴⁾
Common Stock								471,655⁽⁸⁾	D⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The exercise of options and sale of the resultant shares reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 2, 2018.

2. The previously reported number of 207,584 shares owned by the Andy and Pam Brown Family Trust was incorrectly reported in Form 4 filed by the Reporting Person on February 4, 2019 due to an administrative error. The corrected total is 207,854.

3. In the previous Form 4 filed with the SEC, the Reporting Person reported 584,097 shares held directly and 17,117 shares held indirectly by the Andy and Pam Brown Family Trust. The nature of beneficial ownership is corrected on this Form 4.

4. The Reporting Person is a Co-Trustee.

5. The previously reported number of 210,559 shares owned by the Andy and Pam Brown Family Trust was incorrectly reported in Form 4 filed by the Reporting Person on February 4, 2019 due to an administrative error. The corrected total is 210,829.

6. This transaction was executed in multiple trades at prices ranging from $35.00 to $35.57; the price reported above reflects the weighted average sale price. The reporting person will provide to the Commission, the issuer and any stockholder, upon request, full information regarding the number of shares and prices at which the transactions were effected.

7. The previously reported number of 129,289 shares owned by the Andy and Pam Brown Family Trust was incorrectly reported in Form 4 filed by the Reporting Person on February 4, 2019 due to an administrative error. The corrected total is 129,559.

8. The previously reported number of 296,655 shares owned by Andrew Brown was incorrectly reported in Form 4 filed by the Reporting Person on February 4, 2019 due to an administrative error. The corrected total is 471,655.

Remarks:

	/s/ Andrew J. Brown by Dave Borders, Attorney-in-Fact	07/19/2019
	** 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 4 (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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