0001364954-20-000064.txt : 20200303
0001364954-20-000064.hdr.sgml : 20200303
20200303192858
ACCESSION NUMBER: 0001364954-20-000064
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200301
FILED AS OF DATE: 20200303
DATE AS OF CHANGE: 20200303
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FILLMORE JOHN PAUL
CENTRAL INDEX KEY: 0001760781
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36180
FILM NUMBER: 20685030
MAIL ADDRESS:
STREET 1: 3990 FREEDOM CIRCLE
CITY: SANTA CLARA
STATE: CA
ZIP: 95054
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CHEGG, INC
CENTRAL INDEX KEY: 0001364954
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200]
IRS NUMBER: 203237489
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3990 FREEDOM CIRCLE
CITY: SANTA CLARA
STATE: CA
ZIP: 95054
BUSINESS PHONE: 408-855-5700
MAIL ADDRESS:
STREET 1: 3990 FREEDOM CIRCLE
CITY: SANTA CLARA
STATE: CA
ZIP: 95054
FORMER COMPANY:
FORMER CONFORMED NAME: CHEGG INC
DATE OF NAME CHANGE: 20060605
4
1
wf-form4_158328172114080.xml
FORM 4
X0306
4
2020-03-01
0
0001364954
CHEGG, INC
CHGG
0001760781
FILLMORE JOHN PAUL
C/O CHEGG, INC.
3990 FREEDOM CIRCLE
SANTA CLARA
CA
95054
0
1
0
0
CHIEF BUSINESS OFFICER
Common Stock
2020-03-01
4
A
0
30604
0
A
256172
D
Common Stock
2020-03-01
4
A
0
36915
0
A
293087
D
Common Stock
2020-03-01
4
F
0
5198
39.21
D
287889
D
Common Stock
2020-03-01
4
F
0
44550
39.21
D
243339
D
Common Stock
2020-03-01
4
S
0
23342
40.23
D
219997
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.
Represents the number of shares of Common Stock subject to PSUs granted to the Reporting Person in 2019 (the "2019 PSUs") that shall now be subject to time-based vesting following the Compensation Committee's determination of the achievement of certain performance measurements on February 24, 2020. The shares subject to the 2019 PSUs allocated to each performance metric shall vest as follows: 1/3 on March 1, 2020, and as to the remaining allocated PSUs, in equal quarterly installments for the next 24 months following March 1, 2020, subject to the Reporting Person's continued service up to and through the applicable vesting dates.
Exempt transaction pursuant to Section 16b-3(e) payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were automatically withheld by the Issuer in accordance with the agreement governing the 2019 PSUs to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of the 2019 PSUs. The Reporting Person did not sell any of the shares reported on this Form 4 item; such shares were cancelled by the Issuer in accordance with the foregoing.
Exempt transaction pursuant to Section 16b-3(e) payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were automatically withheld by the Issuer in accordance with the agreement governing the RSUs to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs. The Reporting Person did not sell any of the shares reported on this Form 4 item; such shares were cancelled by the Issuer in accordance with the foregoing.
The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 19, 2019.
This transaction was executed in multiple trades at prices ranging from $39.50 to $40.64; 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.
/s/ John P. Fillmore by Dana Jewell, Attorney-in-Fact
2020-03-03