8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2021

COURSERA, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-40275	45-3560292
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

381 E. Evelyn Ave. Mountain View, California	94041
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 963-9884

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.00001 par value per share	COUR	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 7.01 Regulation FD Disclosure.

On May 6, 2021, Coursera, Inc. (the “Company”) issued a press release announcing a partial early lock-up release with respect to the Company’s common stock, par value $0.00001 per share (“Common Stock”), pursuant to the terms of the lock-up agreements entered into by the Company’s equityholders, including current executive officers and directors, with the underwriters of the Company’s initial public offering. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Certain officers and directors of the Company will be entering into Rule 10b5-1 trading plans with respect to shares of Common Stock held by such individuals.

The information under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release issued by Coursera, Inc. dated May 6, 2021.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	COURSERA, INC.
Date: May 7, 2021	By:	/s/ Kenneth R. Hahn
		Kenneth R. Hahn
		Senior Vice President, Chief Financial Officer, and Treasurer

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EX-99.1

Exhibit 99.1

Coursera Announces Partial Early Lock-up Release

MOUNTAIN VIEW, Calif. – May 6, 2021 – Coursera, Inc. (NYSE: COUR) today announced a partial early lock-up release with respect to Coursera’s common stock, par value $0.00001 per share (the “shares”), pursuant to the terms of the lock-up agreements (“lock-up agreements”) entered into by Coursera’s equityholders, including current executive officers and directors, with the underwriters of Coursera’s initial public offering.

Pursuant to the terms of the lock-up agreements, the lock-up restrictions will end with respect to 25% of the shares (including shares underlying vested RSUs and stock options) owned by the applicable holder as of the date of the lock-up agreement on May 11, 2021, provided that in the case of the lock-up agreements with Coursera’s current executive officers, directors and certain other equityholders, only if certain share price and other conditions are met. The conditions for early release were satisfied on May 4, 2021. Accordingly, Coursera estimates that up to 34.0 million shares will become eligible for sale in the public market at the open of trading on May 11, 2021, subject to applicable restrictions under the Securities Act of 1933, as amended, including Rule 144 and Rule 701.

The lock-up restrictions will continue to apply with respect to all remaining securities subject to the lock-up agreements.

About Coursera

Coursera was launched in 2012 by two Stanford Computer Science professors, Andrew Ng and Daphne Koller, with a mission to provide universal access to world-class learning. It is now one of the largest online learning platforms in the world, with 82 million registered learners as of March 31, 2021. Coursera partners with over 200 leading university and industry partners to offer a broad catalog of content and credentials, including Guided Projects, courses, Specializations, certificates, and bachelor’s and master’s degrees. More than 6,000 institutions have used Coursera to upskill and reskill their employees, citizens, and students, including in high-demand fields such as data science, technology, and business.

Contacts:

For investors: Cam Carey, ir@coursera.org

For media: Arunav Sinha, press@coursera.org