FORM 3
| Washington, D.C. 20549 |
OMB APPROVAL
OMB Number: 3235-0104 Estimated average burden hours per response... 0.5 |
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| 1. Name and Address of Reporting Person * Insight Holdings Group, LLC |
2. Date of Event Requiring Statement (MM/DD/YYYY)
| 3. Issuer Name and Ticker or Trading Symbol Coursera, Inc. [COUR] |
1114 AVENUE OF THE AMERICAS, 36TH FLOOR |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below) | |
| 5. If Amendment, Date Original Filed(MM/DD/YYYY) | 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person | |
| UNITED STATES | ||
Table I - Non-Derivative Securities Beneficially Owned | |||
| 1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 19,362,553 | I | See footnotes (1)(2)(3) |
| Common Stock | 448,158 | I | See footnotes (1)(2)(4) |
| Common Stock | 8,523,803 | I | See footnotes (1)(2)(5) |
| Common Stock | 1,224,736 | I | See footnotes (1)(2)(6) |
| Common Stock | 787,927 | I | See footnotes (1)(2)(7) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
| 1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: | |
| (1) | See Exhibit 99.1 |
| (2) | See Exhibit 99.1 |
| (3) | See Exhibit 99.1 |
| (4) | See Exhibit 99.1 |
| (5) | See Exhibit 99.1 |
| (6) | See Exhibit 99.1 |
| (7) | See Exhibit 99.1 |
| Remarks: This Form 3 is the first of two Forms 3 filed relating to the same event. The Form 3 has been split into two filings because there are more than 10 reporting persons in total, and the SEC"s EDGAR filing system limits a single Form 3 to a maximum of 10 reporting persons. Each Form 3 is filed by Designated Filer, Insight Holdings Group, LLC. Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers" Signatures Exhibit 99.3 - Joint Filer Information |
| Reporting Owners | |||||
| Reporting Owner Name / Address | |||||
| Director | 10% Owner | Officer | Other | ||
| Insight Holdings Group, LLC C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NEW YORK 10036 UNITED STATES | X | ||||
| Insight Venture Associates VII, Ltd. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NEW YORK 10036 UNITED STATES | X | ||||
| Insight Venture Associates VII, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NEW YORK 10036 UNITED STATES | X | ||||
| Insight Venture Partners VII, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NEW YORK 10036 UNITED STATES | X | ||||
| Insight Venture Partners VII (Co-Investors), L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NEW YORK 10036 UNITED STATES | X | ||||
| Insight Venture Partners (Cayman) VII, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NEW YORK 10036 UNITED STATES | X | ||||
| Insight Venture Partners (Delaware) VII, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NEW YORK 10036 UNITED STATES | X | ||||
| Insight Associates XI, Ltd. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NEW YORK 10036 UNITED STATES | X | ||||
| Insight Associates XI, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NEW YORK 10036 UNITED STATES | X | ||||
| Grace Software Cross Fund Holdings, LLC C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NEW YORK 10036 UNITED STATES | X | ||||
| Signatures | ||
| Insight Holdings Group, LLC; by /s/ Andrew Prodromos, Attorney-in-Fact | 5/13/2026 | |
| **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 5(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). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |
| * Form 3: SEC 1473 (03-26). | |
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(1)
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Pursuant to the Agreement and Plan of Merger, dated December 17, 2025 (the “Merger Agreement”), by and among Udemy, Inc., a Delaware corporation
(“Udemy”), Coursera, Inc., a Delaware public benefit corporation (“Issuer”), and Chess Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Issuer (“Merger Sub”), effective as of May 11, 2026, Merger Sub merged with
and into Udemy (the “Merger”), with Udemy surviving the Merger. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.00001 per share, of Udemy, held by Insight Venture Partners VII,
L.P., Insight Venture Partners VII (Co-Investors), L.P., Insight Venture Partners (Cayman) VII, L.P., Insight Venture Partners (Delaware) VII, L.P. and Grace Software Cross Fund Holdings, LLC was converted into the right to receive 0.800 share
of common stock, par value $0.00001 per share, of Issuer (“Shares”).
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(2)
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For purposes of the exemption under Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, the Board of Directors of the Issuer
approved the acquisition of any direct or indirect pecuniary interest in any and all of the Shares by the Reporting Persons as a result of or in connection with the transactions reported in this Form 3.
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(3)
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Held directly by Insight Venture Partners VII, L.P.
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(4)
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Held directly by Insight Venture Partners VII (Co-Investors), L.P.
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(5)
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Held directly by Insight Venture Partners (Cayman) VII, L.P.
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(6)
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Held directly by Insight Venture Partners (Delaware) VII, L.P.
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(7)
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Held directly by Grace Software Cross Fund Holdings, LLC.
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INSIGHT HOLDINGS GROUP, LLC
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By:
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/s/ Andrew Prodromos
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Date: 05/13/2026
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Name:
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Andrew Prodromos
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Title:
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Attorney-in-Fact
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INSIGHT VENTURE ASSOCIATES VII, LTD.
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By:
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/s/ Andrew Prodromos
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Date: 05/13/2026
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Name:
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Andrew Prodromos
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Title:
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Authorized Officer
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INSIGHT VENTURE ASSOCIATES VII, L.P.
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By: Insight Venture Associates VII, Ltd., its general partner
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By:
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/s/ Andrew Prodromos
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Date: 05/13/2026
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Name:
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Andrew Prodromos
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Title:
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Authorized Officer
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INSIGHT VENTURE PARTNERS VII, L.P.
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By: Insight Venture Associates VII, L.P., its general partner
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By: Insight Venture Associates VII, Ltd., its general partner
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By:
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/s/ Andrew Prodromos
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Date: 05/13/2026
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Name:
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Andrew Prodromos
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Title:
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Authorized Officer
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INSIGHT VENTURE PARTNERS VII (CO-INVESTORS), L.P.
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By: Insight Venture Associates VII, L.P., its general partner
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By: Insight Venture Associates VII, Ltd., its general partner
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By:
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/s/ Andrew Prodromos
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Date: 05/13/2026
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Name:
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Andrew Prodromos
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Title:
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Authorized Officer
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INSIGHT VENTURE PARTNERS (CAYMAN) VII, L.P.
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By: Insight Venture Associates VII, L.P., its general partner
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By: Insight Venture Associates VII, Ltd., its general partner
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By:
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/s/ Andrew Prodromos
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Date: 05/13/2026
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Name:
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Andrew Prodromos
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Title:
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Authorized Officer
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INSIGHT VENTURE PARTNERS (DELAWARE) VII, L.P.
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By: Insight Venture Associates VII, L.P., its general partner
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By: Insight Venture Associates VII, Ltd., its general partner
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By:
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/s/ Andrew Prodromos
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Date: 05/13/2026
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Name:
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Andrew Prodromos
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Title:
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Authorized Officer
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INSIGHT ASSOCIATES XI, LTD.
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By:
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/s/ Andrew Prodromos
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Date: 05/13/2026
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Name:
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Andrew Prodromos
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Title:
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Authorized Officer
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INSIGHT ASSOCIATES XI, L.P.
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By: Insight Associates XI, Ltd., its general partner
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By:
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/s/ Andrew Prodromos
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Date: 05/13/2026
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Name:
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Andrew Prodromos
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Title:
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Authorized Officer
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GRACE SOFTWARE CROSS FUND HOLDINGS, LLC
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By:
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/s/ Andrew Prodromos
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Date: 05/13/2026
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Name:
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Andrew Prodromos
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Title:
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Authorized Officer
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