0000899140-23-001176.txt : 20231218 0000899140-23-001176.hdr.sgml : 20231218 20231218211112 ACCESSION NUMBER: 0000899140-23-001176 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20231214 FILED AS OF DATE: 20231218 DATE AS OF CHANGE: 20231218 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Holdings Group, LLC CENTRAL INDEX KEY: 0001305473 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40956 FILM NUMBER: 231495443 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Partners VII, L.P. CENTRAL INDEX KEY: 0001508854 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40956 FILM NUMBER: 231495437 BUSINESS ADDRESS: STREET 1: INSIGHT VENTURE ASSOCIATES VII, L.P. STREET 2: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 2122309200 MAIL ADDRESS: STREET 1: INSIGHT VENTURE ASSOCIATES VII, L.P. STREET 2: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Partners (Cayman) VII, L.P. CENTRAL INDEX KEY: 0001508855 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40956 FILM NUMBER: 231495440 BUSINESS ADDRESS: STREET 1: INSIGHT VENTURE ASSOCIATES VII, L.P. STREET 2: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 2122309200 MAIL ADDRESS: STREET 1: INSIGHT VENTURE ASSOCIATES VII, L.P. STREET 2: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Partners VII (Co-Investors), L.P. CENTRAL INDEX KEY: 0001519801 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40956 FILM NUMBER: 231495438 BUSINESS ADDRESS: STREET 1: INSIGHT VENTURE ASSOCIATES VII, L.P., STREET 2: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 2122309200 MAIL ADDRESS: STREET 1: INSIGHT VENTURE ASSOCIATES VII, L.P., STREET 2: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Associates VII, L.P. CENTRAL INDEX KEY: 0001545168 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40956 FILM NUMBER: 231495442 BUSINESS ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212 230 9200 MAIL ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Associates VII, Ltd. CENTRAL INDEX KEY: 0001545169 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40956 FILM NUMBER: 231495441 BUSINESS ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212 230 9200 MAIL ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Partners (Delaware) VII, L.P. CENTRAL INDEX KEY: 0001545170 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40956 FILM NUMBER: 231495439 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212 230 9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Udemy, Inc. CENTRAL INDEX KEY: 0001607939 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 271779864 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 600 HARRISON STREET STREET 2: 3RD FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: (510) 378-4789 MAIL ADDRESS: STREET 1: 600 HARRISON STREET STREET 2: 3RD FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94107 4 1 form4.xml X0508 4 2023-12-14 0001607939 Udemy, Inc. UDMY 0001305473 Insight Holdings Group, LLC C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 true 0001545168 Insight Venture Associates VII, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 true 0001545169 Insight Venture Associates VII, Ltd. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 true 0001508855 Insight Venture Partners (Cayman) VII, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 true 0001545170 Insight Venture Partners (Delaware) VII, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 true 0001519801 Insight Venture Partners VII (Co-Investors), L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 true 0001508854 Insight Venture Partners VII, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 true false Common Stock 2023-12-14 4 J 0 1123505 D 10654754 I See footnote Common Stock 2023-12-14 4 J 0 161430 D 1530921 I See footnote Common Stock 2023-12-14 4 J 0 59071 D 560198 I See footnote Common Stock 2023-12-14 4 J 0 2552139 D 24203192 I See footnote See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 This Form 4 is the first of two Forms 4 filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons. Each Form 4 is filed by Designated Filer, Insight Holdings Group, LLC. Exhibit List Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Signatures Exhibit 99.3 - Joint Filer Information Insight Holdings Group, LLC, by Andrew Prodromos, its Authorized Signatory, /s/ Andrew Prodromos 2023-12-18 EX-99.1 2 i69785705a.htm EXPLANATION OF RESPONSES

EXHIBIT 99.1


EXPLANATION OF RESPONSES
(1)
On December 14, 2023, Insight Venture Partners (Cayman) VII, L.P., Insight Venture Partners (Delaware) VII, L.P., Insight Venture Partners VII (Co-Investors), L.P. and Insight Venture Partners VII, L.P. (collectively, the “Insight VII Funds”) distributed an aggregate of 3,896,145 shares of common stock of Udemy, Inc. (the “Issuer”), par value $0.00001 per share (the “Shares”) to their partners on a pro rata basis in accordance with their respective ownership interests as determined in accordance with the applicable limited partnership agreements of such entities (the “Insight VII Funds Distribution”). The respective partners of the Insight VII Funds did not furnish any consideration in exchange for shares received in connection with the Insight VII Funds Distribution.
(2)
In connection with the Insight VII Funds Distribution, Insight Venture Associates VII, L.P. (“IVA VII LP”), the general partner of each of the Insight VII Funds, acquired direct ownership of  679,870  Shares, Insight Venture Partners VII (Class A), L.P. (“IVP VII Class A”), an entity controlled by Insight Holdings Group, LLC (“Holdings”), acquired direct ownership of 111,759 Shares, and IVP Secondary L.P. (“IVP Secondary”), an entity controlled by Holdings, acquired direct ownership of 19,726 Shares. The respective partners of the Insight VII Funds, including IVA VII LP, IVP VII Class A and IVP Secondary, did not furnish any consideration in exchange for the Shares received in connection with the Insight VII Funds Distribution.
(3)
On December 14, 2023, IVA VII LP distributed 679,870 Shares pro rata to its partners, IVP VII Class A distributed 111,759 Shares pro rata to its partners and IVP Secondary distributed 19,726 Shares pro rata to its partners, in each case, in accordance with their respective ownership interests as determined in accordance with the applicable limited partnership agreements of such entities. The respective partners of IVA VII LP, IVP VII Class A and IVP Secondary did not furnish any consideration in exchange for the Shares received in connection with such distribution.
(4)
Held directly by Insight Venture Partners (Cayman) VII, L.P.
(5)
Held directly by Insight Venture Partners (Delaware) VII, L.P.
(6)
Held directly by Insight Venture Partners VII (Co-Investors), L.P.
(7)
Held directly by Insight Venture Partners VII, L.P.
EX-99.2 3 i69785705b.htm JOINT FILERS' SIGNATURES

EXHIBIT 99.2
JOINT FILERS’ SIGNATURES

INSIGHT HOLDINGS GROUP, LLC

By: /s/Andrew Prodromos                                      
Name:         Andrew Prodromos
Title:           Attorney-in-Fact



Date:               12/18/2023                        
INSIGHT VENTURE ASSOCIATES VII, LTD.

By: /s/Andrew Prodromos                                     
Name:          Andrew Prodromos
Title:            Authorized Officer



Date:               12/18/2023                        
INSIGHT VENTURE ASSOCIATES VII, L.P.
By: Insight Venture Associates VII, Ltd., its general partner

By: /s/Andrew Prodromos                                     
Name:          Andrew Prodromos
Title:            Authorized Officer
 



Date:               12/18/2023                        
INSIGHT VENTURE PARTNERS (CAYMAN) VII, L.P.
By: Insight Venture Associates VII, L.P., its general partner
By: Insight Venture Associates VII, Ltd. its general partner

By: /s/Andrew Prodromos                                     
Name:          Andrew Prodromos
Title:            Authorized Officer
 




Date:               12/18/2023                        
INSIGHT VENTURE PARTNERS (DELAWARE) VII, L.P.
By: Insight Venture Associates VII, L.P., its general partner
By: Insight Venture Associates VII, Ltd., its general partner

By: /s/Andrew Prodromos                                     
Name:          Andrew Prodromos
Title:            Authorized Officer
 
 
 
 
 
Date:               12/18/2023                         
INSIGHT VENTURE PARTNERS VII (CO-INVESTORS), L.P.
By: Insight Venture Associates VII, L.P., its general partner
By: Insight Venture Associates VII, Ltd., its general partner

By: /s/Andrew Prodromos                                     
Name:          Andrew Prodromos
Title:            Authorized Officer
 
 
 
 
 
Date:               12/18/2023                         
INSIGHT VENTURE PARTNERS VII, L.P.
By: Insight Venture Associates VII, L.P., its general partner
By: Insight Venture Associates VII, Ltd., its general partner

By: /s/Andrew Prodromos                                     
Name:          Andrew Prodromos
Title:            Authorized Officer
 
 
 
 
 
 Date:               12/18/2023                         

EX-99.3 4 i69785705c.htm JOINT FILER INFORMATION

EXHIBIT 99.3
JOINT FILER INFORMATION
984,909 shares of common stock, par value $0.00001 (the “Shares”) of Udemy, Inc. (the “Issuer”) are held of record by Grace Software Cross Fund Holdings, LLC (“Grace”), 10,654,754 Shares are held of record by Insight Venture Partners (Cayman) VII, L.P. (“Cayman VII”), 1,530,921 Shares are held of record by Insight Venture Partners (Delaware) VII, L.P. (“Delaware VII”), 560,198 Shares are held of record by Insight Venture Partners VII (Co-Investors), L.P. (“Co-Investors VII”), 24,203,192 Shares are held of record by Insight Venture Partners VII, L.P. (“IVP VII”, and together with Cayman VII, Delaware VII, and Co-Investors VII, “Fund VII Entities”) and 98,286 Shares are held of record by Insight Partners Public Equities Master Fund, L.P. (“IPPE Master Fund”).
The amounts listed as owned by each Fund VII Entity may be deemed to be attributable to the other Fund VII Entities, Insight Venture Associates VII, L.P. (“IVA VII LP”), Insight Venture Associates VII, Ltd. (“IVA VII Ltd”) and Insight Holdings Group, LLC (“Holdings”) because Holdings is the sole shareholder of IVA VII Ltd, which in turn is the general partner of IVA VII LP, which in turn is the general partner of each Fund VII Entity. The amounts listed as owned by Grace may be deemed to be attributable to Insight Associates XI L.P. (“IA XI LP”), Insight Associates XI, Ltd. (“IA XI Ltd”) and Holdings, because Holdings is the sole shareholder of IA XI Ltd, IA XI Ltd is the general partner of IA XI LP and IA XI LP is the manager of Grace. The amounts listed as owned by IPPE Master Fund may be deemed to be attributable to Insight Partners Public Equities GP, LLC (“IPPE GP”), Insight Venture Management, LLC (“IVM”) and Holdings, because Holdings is the sole shareholder of IVM, IVM is the sole member of IPPE GP and IPPE GP is the general partner of IPPE Master Fund.
Each of Jeffrey Horing, Deven Parekh, Michael Triplett, and Jeffrey Lieberman is a member of the board of managers of Holdings and as such shares voting and dispositive power over the shares held of record by each Fund VII Entity, Grace and IPPE Master Fund. The foregoing is not an admission by IVA VII LP, IVA VII Ltd, IA XI LP, IA XI Ltd, IPPE GP, IVM or Holdings that it is the beneficial owner of the shares held of record by each Fund VII Entity, Grace and IPPE Master Fund. Each of Messrs. Horing, Parekh, Triplett and Lieberman disclaims beneficial ownership of the shares held by each Fund VII Entity, Grace and IPPE Master Fund, except to the extent of his pecuniary interest therein, if any.
The address of each of the entities and persons identified in this Exhibit 99.3 is c/o Insight Partners, 1114 Avenue of the Americas, 36th Floor, New York, New York 10036.