X0306 4 2014-02-26 0 0001364954 CHEGG, INC CHGG 0001234658 ROSENSWEIG DANIEL C/O CHEGG, INC 3990 FREEDOM CIR SANTA CLARA CA 95054 1 1 0 0 PRESIDENT, CEO & CHAIRMAN Common Stock 2014-02-26 4 A 0 306603 0.00 A 925847 D Common Stock 20504 I See footnote Common Stock 7166 I By The Rachel Rosensweig 2007 Irrevocable Trust U/A/D 03-12-07 Common Stock 7166 I By The Samantha Rosensweig 2007 Irrevocable Trust U/A/D 03-12-07 Restricted Stock Units 0.00 2014-02-26 4 A 0 459906 0.00 A Common Stock 459906 459906 D Represents an award of restricted stock units ("RSU", and each a "RSU"). Each RSU represents a contingent right to receive one share of common stock of the Issuer upon vesting. The RSUs are subject to acceleration upon certain termination events as defined in the Reporting Person's offer letter and upon a change of control. Held by Daniel L and Linda Rosensweig, Co-Trustees of the Rosensweig Family Revocable Trust U/A/D 03-12-07. The Reporting Person is a Co-Trustee. Upon the achievement by December 31, 2014 of certain company performance metrics measurements approved by the Compensation Committee of the Board of Directors, the RSUs allocated (if any) to each performance metric shall vest as to 1/3 no later than March 15, 2015; 1/3 on the one year anniversary of the determined vesting date; and 1/3 on the two year anniversary of the determined vesting date, subject to the Reporting Person's continued service up to and through the applicable vesting dates. The RSUs may be subject to acceleration upon a change of control. The RSUs expire on the date on which settlement of all RSUs granted occurs. The RSUs expire earlier if no settlement occurs or if the Reporting Person's service terminates, as described in the RSU agreement. /s/ Daniel Rosensweig by Dave Borders, Attorney-in-fact 2014-02-28