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