SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
G Squared Equity Management LP

(Last) (First) (Middle)
C/O G SQUARED
205 N. MICHIGAN AVENUE, SUITE 3770

(Street)
CHICAGO IL 60601

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Coursera, Inc. [ COUR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/05/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/05/2021 C 7,677,184 A (11) 18,335,314 I See Footnotes(1)(2)(8)(9)(10)
Common Stock 04/05/2021 P 300,000(12) A $33 18,635,314 I See Footnotes(1)(2)(8)(9)(10)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock (11) 04/05/2021 C 201,309 (11) (11) Common Stock 201,309 $0.00 0 I See Footnotes(3)(8)(9)(10)
Series C Preferred Stock (11) 04/05/2021 C 658,618 (11) (11) Common Stock 658,618 $0.00 0 I See Footnotes(4)(8)(9)(10)
Series D Preferred Stock (11) 04/05/2021 C 3,921,506 (11) (11) Common Stock 3,921,506 $0.00 0 I See Footnotes(5)(8)(9)(10)
Series D-1 Preferred Stock (11) 04/05/2021 C 2,445,569 (11) (11) Common Stock 2,445,569 $0.00 0 I See Footnotes(6)(8)(9)(10)
Series F Preferred Stock (11) 04/05/2021 C 450,182 (11) (11) Common Stock 450,182 $0.00 0 I See Footnotes(7)(8)(9)(10)
1. Name and Address of Reporting Person*
G Squared Equity Management LP

(Last) (First) (Middle)
C/O G SQUARED
205 N. MICHIGAN AVENUE, SUITE 3770

(Street)
CHICAGO IL 60601

(City) (State) (Zip)
1. Name and Address of Reporting Person*
G Squared Coursera LLC

(Last) (First) (Middle)
C/O G SQUARED
205 N. MICHIGAN AVENUE, SUITE 3770

(Street)
CHICAGO IL 60601

(City) (State) (Zip)
1. Name and Address of Reporting Person*
G Squared Opportunities Fund I, Series C-6

(Last) (First) (Middle)
C/O G SQUARED
205 N. MICHIGAN AVENUE, SUITE 3770

(Street)
CHICAGO IL 60601

(City) (State) (Zip)
1. Name and Address of Reporting Person*
G Squared Opportunities Fund I LLC

(Last) (First) (Middle)
C/O G SQUARED
205 N. MICHIGAN AVENUE, SUITE 3770

(Street)
CHICAGO IL 60601

(City) (State) (Zip)
1. Name and Address of Reporting Person*
G Squared Opportunities Fund I, Series C-7

(Last) (First) (Middle)
C/O G SQUARED
205 N. MICHIGAN AVENUE, SUITE 3770

(Street)
CHICAGO IL 60601

(City) (State) (Zip)
1. Name and Address of Reporting Person*
G Squared Coursera II LLC

(Last) (First) (Middle)
C/O G SQUARED
205 N. MICHIGAN AVENUE, SUITE 3770

(Street)
CHICAGO IL 60601

(City) (State) (Zip)
1. Name and Address of Reporting Person*
G Squared Coursera III LLC

(Last) (First) (Middle)
C/O G SQUARED
205 N. MICHIGAN AVENUE, SUITE 3770

(Street)
CHICAGO IL 60601

(City) (State) (Zip)
1. Name and Address of Reporting Person*
G Squared Opportunities Fund II LLC

(Last) (First) (Middle)
C/O G SQUARED
205 N. MICHIGAN AVENUE, SUITE 3770

(Street)
CHICAGO IL 60601

(City) (State) (Zip)
1. Name and Address of Reporting Person*
G Squared Equity LLC

(Last) (First) (Middle)
C/O G SQUARED
205 N. MICHIGAN AVENUE, SUITE 3770

(Street)
CHICAGO IL 60601

(City) (State) (Zip)
Explanation of Responses:
1. Following the reported transactions, the shares held by the Reporting Persons are as follows: (i) 3,628,987 shares held of record by G Squared Opportunities ICAV ("GS ICAV"), (ii) 3,571,274 shares of held of record by G Squared Opportunities Fund IV LLC ("GSOF IV"), (iii) 2,130,506 shares held of record by Ventura-Gsquared Investments LP Fund ("VGI"), (iv) 829,899 shares held of record by G Squared IV, LP ("GS IV"), (v) 926,990 shares held of record by G Squared IV, SCSp ("GS SCS"), (vi) 230,702 shares held of record by G Squared Coursera IV LLC ("GSC IV"), (vii) 513,342 shares held of record by G Squared V LP ("GS V"), (viii) 136,658 shares held of record by G Squared Opportunities Fund V LLC ("GSOF V"), (ix) 294,324 shares held of record by G Squared Special Situations Fund LLC ("GSSS"), (x) 672,224 shares held of record by G Squared Opportunities Fund I LLC ("GSOF I"), (xi) 4,744 shares held of record by G Squared Opportunities Fund II LLC ("GSOF II"),
2. (continued from footnote 1) (xii) 3,333,333 shares held of record by G Squared Coursera LLC ("GSC"), (xiii) 895,668 shares held of record by G Squared Opporunities Fund I, Series C-6 ("GSOF 6"), (xiv) 666,667 shares held of record by G Squared Opporunities Fund I, Series C-7 ("GSOF 7"), (xv) 666,663 shares held of record by G Squared Coursera II LLC ("GSC II") and (xvi) 133,333 shares held of record by G Squared Corsera III LLC ("GSC III").
3. Prior to the completion of the Issuer's initial public offering, 201,309 shares of Series B Preferred Stock were held of record by GSOF IV.
4. Prior to the completion of the Issuer's initial public offering, the shares of Series C Preferred Stock held by the Reporting Persons were as follows: (i) 14,888 shares held of record by GSOF IV, (ii) 588,986 shares held of record by GSOF I, (iii) 50,000 shares held of record by GS V, and (iv) 4,744 shares held of record by GSOF II.
5. Prior to the completion of the Issuer's initial public offering, the shares of Series D Preferred Stock held by the Reporting Persons were as follows: (i) 588,173 shares held of record by GSOF IV, and (ii) 3,333,333 shares held of record by GSC.
6. Prior to the completion of the Issuer's initial public offering, the shares of Series D-1 Preferred Stock held by the Reporting Persons were as follows: (i) 895,668 shares held of record by GSOF 6, (ii) 83,238 shares held of record by GSOF I, (iii) 666,667 shares held of record by GSOF 7, (iv) 666,663 shares held of record by GSC II, and (v) 133,333 shares of Series held of record by GSC III.
7. Prior to the completion of the Issuer's initial public offering, the shares of Series D-1 Preferred Stock held by the Reporting Persons were as follows: (i) 22,879 shares held of record by GSOF IV, (ii) 202,128 shares held of record by GS IV, (iii) 225,175 shares held of record by GS SCS.
8. G Squared Equity Management LP ("GSEM") is the sole general partner of G Squared Equity GP V, LLC ("GP V"), which is the sole general partner of GS V. GSEM is the sole general partner of G Squared Equity GP IV ("GP IV"), which is the sole general partner of GS IV. GSEM is the sole general partner of G Squared Equity GP S.? r.l. ("GP SARL"), which is the sole general partner of GS SCS. GSEM is the sole managing partner and investment adviser to each of GSC IV, GSOF IV, GSOF V, GS ICAV, GSSS, and VGI (together with GS V, GS IV and GS SCS, the "GSEM Funds"). Larry Aschebrook ("Aschebrook") is the Managing Partner of GSEM, and has sole voting and dispositive control over the shares held of record by the GSEM Funds.
9. G Squared Equity LLC ("GSE") is the sole manager and investment adviser to each of GSC, GSC II, GSC III, GSOF I, GSOF II, GSOF 6, and GSOF 7 (the "GSE Funds"). Aschebrook is the Managing Partner of GSE, and has sole voting and dispositive control over the shares held of record by the GSE Funds.
10. Each of GSEM, GSE, GP V, GP IV, GP SARL and Aschebrook disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
11. Each share of the Issuer's Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock, and Series F Preferred Stock automatically converted into Common Stock on a 1-for-1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.
12. On April 5, 2020, GS V acquired 300,000 shares in connection with the Issuer's initial public offering.
Remarks:
This Form 4 is the third of three Forms 4 being filed relating to the same event. The Form 4 has been split into three filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. Each Form 4 will be filed by Designated Filer G Squared Equity Management LP.
G SQUARED EQUITY MANAGEMENT LP, By: Larry Aschebrook, Title: Managing Partner, /s/ Larry Aschebrook 04/07/2021
G SQUARED EQUITY LLC, By: Larry Aschebrook, Title: Managing Partner, /s/ Larry Aschebrook 04/07/2021
G SQUARED OPPORTUNITIES FUND II LLC, By: G Squared Equity LLC, By: Larry Aschebrook, Title: Authorized Representative, /s/ Larry Aschebrook 04/07/2021
G SQUARED COURSERA III LLC, By: G Squared Equity LLC, By: Larry Aschebrook, Title: Authorized Representative, /s/ Larry Aschebrook 04/07/2021
G SQUARED COURSERA II LLC, By: G Squared Equity LLC, By: Larry Aschebrook, Title: Authorized Representative, /s/ Larry Aschebrook 04/07/2021
G SQUARED OPPORTUNITIES FUND I LLC, SERIES C-7, By: G Squared Equity LLC, By: Larry Aschebrook, Title: Authorized Representative, /s/ Larry Aschebrook 04/07/2021
G SQUARED OPPORTUNITIES FUND I LLC, SERIES C-6, By: G Squared Equity LLC, By: Larry Aschebrook, Title: Authorized Representative, /s/ Larry Aschebrook 04/07/2021
G SQUARED COURSERA LLC, By: G Squared Equity LLC, By: Larry Aschebrook, Title: Authorized Representative, /s/ Larry Aschebrook 04/07/2021
G SQUARED OPPORTUNITIES FUND I LLC, By: G Squared Equity LLC, By: Larry Aschebrook, Title: Authorized Representative, /s/ Larry Aschebrook 04/07/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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