8-A12B

COURSERA, INC.

Dated: March 22, 2021

/s/ Jeffrey N. Maggioncalda

Jeffrey N. Maggioncalda

Chief Executive Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

Coursera, Inc.

(Exact name of registrant as specified in its charter)


Delaware		45-3560292
(State of incorporation or organization)		(I.R.S. Employer Identification No.)

381 E. Evelyn Ave.

Mountain View, California

94041

(Address of principal executive offices)

(Zip Code)

Securities to be Registered Pursuant to Section 12(b) of the Act:


Title of each class to be so registered		Name of each exchange on which each class is to be registered
Common Stock, $0.00001 par value per share		The New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates:

333-253932

Securities to be registered pursuant to Section 12(g) of the Act:

None.

Item 1.

Description of Registrant’s Securities to be Registered.

A description of the common stock, $0.00001 par value per share (the “Common Stock”), of Coursera, Inc., a Delaware corporation (the “Registrant”), to be registered hereunder is contained in the section entitled “Description of Capital Stock” in the prospectus included in the Registrant’s Registration Statement on Form S-1 (File No. 333-253932), initially filed with the Securities and Exchange Commission on March 5, 2021, as amended from time to time (the “Registration Statement”), which description, together with the prospectus to be subsequently filed by the Registrant pursuant to Rule 424(b) of the Securities Act of 1933, as amended, shall be deemed incorporated herein by reference.

Item 2.

Exhibits.

Pursuant to the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant will be registered on The New York Stock Exchange, and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.