United States securities and exchange commission logo





                               September 29, 2021

       Gregg Coccari
       Chief Executive Officer
       Udemy, Inc.
       600 Harrison Street, 3rd Floor
       San Francisco, California 94107

                                                        Re: Udemy, Inc.
                                                            Amendment No. 3 to
Draft Registration Statement on Form S-1
                                                            Submitted September
20, 2021
                                                            File No. 377-04928

       Dear Mr. Coccari:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No. 3 to Draft Registration Statement on Form S-1 submitted
September 20, 2021

       General

   1.                                                   We note on pages 24 and
II-2 that in August 2021, you announced your acquisition of
                                                        CUX (d/b/a CorpU), an
online leadership development platform. In appropriate places,
                                                        disclose the material
terms of this acquisition and any related material risks to investors.
                                                        File the agreement
related to the acquisition as an exhibit or tell us why you believe it
                                                        should not be filed.
       Risk Factors
       We may need to change our pricing model, page 20

   2.                                                   We note that in August
2021, a putative class action complaint was filed against you
 Gregg Coccari
Udemy, Inc.
September 29, 2021
Page 2
      alleging violations of California's unfair competition and false
advertising statutes as well
      as the California Consumer Legal Remedies Act in connection with your
pricing
      practices. Please briefly discuss the nature of the pricing practices
that are alleged
      violations.
Management's discussion and analysis of financial condition and results of
operations
Key business metrics
Udemy Business Net Dollar Retention Rate, page 70

3.    You state that total ARR at the end of a trailing twelve-month period is
calculated as ARR
      at the beginning of a trailing twelve-month period that is then adjusted
for upsells,
      downsells, and churns for the same cohort of customers during that
period. In the
      paragraph above you state that ARR represents the annualized value of
your UB customer
      contracts on the last day of a given period. Please clarify how you
calculate ARR.
Our Solution, page 101

4.    Please discuss the promotional pricing program mentioned in the first
paragraph on page
      104.
5.    We note the disclosure on page 102 that companies "such as Citi, Jaguar
Land Rover,
      Tata, Booz Allen Hamilton, PayPal, Box, Sapient, and Eventbrite trust UB
to help them
      achieve their learning and development plans." Disclose whether these
companies are
      current customers. Supplementally advise the Staff as to whether the
Company has
      sought permission from each of these companies to disclose the client
relationship. Please
      also tell us the circumstances under which the Booz Allen Hamilton case
study was
      developed and included in the prospectus, including whether either you or
Booz Allen
      Hamilton were compensated, and whether you sought permission from Booz
Allen
      Hamilton to include the case study.
       You may contact Aamira Chaudhry at 202-551-3389 or Joel Parker at
202-551-3651 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Stacey Peikin at 202-551-6223 or Lilyanna Peyser at 202-551-3222 with
any other
questions.



                                                             Sincerely,
FirstName LastNameGregg Coccari
                                                             Division of
Corporation Finance
Comapany NameUdemy, Inc.
                                                             Office of Trade &
Services
September 29, 2021 Page 2
cc:       Tony Jeffries
FirstName LastName