0000899243-21-041931.txt : 20211028 0000899243-21-041931.hdr.sgml : 20211028 20211028190040 ACCESSION NUMBER: 0000899243-21-041931 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211028 FILED AS OF DATE: 20211028 DATE AS OF CHANGE: 20211028 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NASPERS LTD CENTRAL INDEX KEY: 0001106051 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] STATE OF INCORPORATION: T3 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40956 FILM NUMBER: 211359950 BUSINESS ADDRESS: STREET 1: NASPERS CENTRE PO BOX 2271 STREET 2: CAPETOWN 8000 CITY: SOUTH AFRICA STATE: T3 ZIP: 00000 BUSINESS PHONE: 270214062121 MAIL ADDRESS: STREET 1: NASPERS CENTRE PO BOX 2271 STREET 2: CAPETOWN 8000 CITY: SOUTH AFRICA STATE: T3 ZIP: 00000 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Udemy, Inc. CENTRAL INDEX KEY: 0001607939 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-10-28 0 0001607939 Udemy, Inc. UDMY 0001106051 NASPERS LTD NASPERS LIMITED 40 HEERENGRACHT CAPE TOWN T3 8001 SOUTH AFRICA 0 0 1 0 Common Stock 4401368 I See footnotes Series A Convertible Preferred Stock Common Stock 4865925 I See footnotes Series A-1 Convertible Preferred Stock Common Stock 496377 I See footnotes Series B Convertible Preferred Stock Common Stock 1017972 I See footnotes Series C Convertible Preferred Stock Common Stock 90639 I See footnotes Series D Convertible Preferred Stock Common Stock 6248559 I See footnotes The shares are held of record by MIH Edtech Investments B.V., or Edtech. Edtech is a subsidiary of Prosus N.V., or Prosus, a publicly traded company whose shares are listed on the Euronext Amsterdam. A majority of the voting power of the outstanding ordinary shares of Prosus N.V. is held by Naspers Limited, a publicly traded company whose shares are listed on the Johannesburg Stock Exchange. As a result, the shares held by Edtech may be deemed to be beneficially owned by Prosus and Naspers Limited. Naspers Limited employs a differential voting structure involving two South African entities, Naspers Beleggings (RF) Beperk and Keeromstraat 30 Beleggings (RF) Beperk, the sole remit of which is to protect the continued independence of Naspers Limited. Each of Nasbel and Keerom disclaims beneficial ownership of all shares, except to the extent of their respective pecuniary interests therein, if any. Lawrence Illg, a director of the Issuer, serves as Chief Executive Officer, Food and EdTech, for Prosus, but has no voting or dispositive control over the shares held by Edtech. Each share of Series A Convertible Preferred Stock shall automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date. Each share of Series A-1 Convertible Preferred Stock shall automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date. Each share of Series B Convertible Preferred Stock shall automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date. Each share of Series C Convertible Preferred Stock shall automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date. Each share of Series D Convertible Preferred Stock shall automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date. /s/ Nico Marais, Authorized Representative Naspers Limited 2021-10-28 /s/ Nico Marais, Authorized Representative Prosus N.V. 2021-10-28 /s/ Michal Koniec, Authorized Representative MIH Edtech Investments B.V. 2021-10-28