FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Insight Holdings Group, LLC
2. Date of Event Requiring Statement (MM/DD/YYYY)
5/11/2026 

3. Issuer Name and Ticker or Trading Symbol

Coursera, Inc. [COUR]
(Last)        (First)        (Middle)

C/O INSIGHT PARTNERS
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)
(Street)

NEW YORK  NEW YORK  10036      

(City)              (State)              (Zip/Postal Code)
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
(Country)

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 Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount 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
Relationships
Director10% OwnerOfficerOther
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-Fact5/13/2026
**Signature of Reporting PersonDate


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).

Exhibit 99.1
EXHIBIT 99.1

EXPLANATION OF RESPONSES
(1)
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”).

(2)
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.

(3)
Held directly by Insight Venture Partners VII, L.P.

(4)
Held directly by Insight Venture Partners VII (Co-Investors), L.P.

(5)
Held directly by Insight Venture Partners (Cayman) VII, L.P.

(6)
Held directly by Insight Venture Partners (Delaware) VII, L.P.

(7)
Held directly by Grace Software Cross Fund Holdings, LLC.

EXHIBIT 99.2
JOINT FILERS” SIGNATURES



INSIGHT HOLDINGS GROUP, LLC
 
   
By:
/s/ Andrew Prodromos                          
Date:  05/13/2026
Name:
Andrew Prodromos
 
Title:
Attorney-in-Fact
 
   
   
INSIGHT VENTURE ASSOCIATES VII, LTD.
 
   
By:
/s/ Andrew Prodromos                          
Date:  05/13/2026
Name:
Andrew Prodromos
 
Title:
Authorized Officer
 
   
   
INSIGHT VENTURE ASSOCIATES VII, L.P.
 
By: Insight Venture Associates VII, Ltd., its general partner
 
   
By:
/s/ Andrew Prodromos                          
Date:  05/13/2026
Name:
Andrew Prodromos
 
Title:
Authorized Officer
 
   
   
INSIGHT VENTURE PARTNERS VII, L.P.
 
By: Insight Venture Associates VII, L.P., its general partner
 
By: Insight Venture Associates VII, Ltd., its general partner
 
   
By:
/s/ Andrew Prodromos                          
Date:  05/13/2026
Name:
Andrew Prodromos
 
Title:
Authorized Officer
 
   
   
INSIGHT VENTURE PARTNERS VII (CO-INVESTORS), L.P.
 
By: Insight Venture Associates VII, L.P., its general partner
 
By: Insight Venture Associates VII, Ltd., its general partner
 
   
By:
/s/ Andrew Prodromos                          
Date:  05/13/2026
Name:
Andrew Prodromos
 
Title:
Authorized Officer
 
   
   
INSIGHT VENTURE PARTNERS (CAYMAN) VII, L.P.
 
By: Insight Venture Associates VII, L.P., its general partner
 
By: Insight Venture Associates VII, Ltd., its general partner
 
   
By:
/s/ Andrew Prodromos                          
Date:  05/13/2026
Name:
Andrew Prodromos
 
Title:
Authorized Officer
 
   
   
INSIGHT VENTURE PARTNERS (DELAWARE) VII, L.P.
 
By: Insight Venture Associates VII, L.P., its general partner
 
By: Insight Venture Associates VII, Ltd., its general partner
 
   
By:
/s/ Andrew Prodromos                          
Date:  05/13/2026
Name:
Andrew Prodromos
 
Title:
Authorized Officer
 
   
   
INSIGHT ASSOCIATES XI, LTD.
 
   
By:
/s/ Andrew Prodromos                          
Date:  05/13/2026
Name:
Andrew Prodromos
 
Title:
Authorized Officer
 
   
   
INSIGHT ASSOCIATES XI, L.P.
 
By: Insight Associates XI, Ltd., its general partner
 
   
By:
/s/ Andrew Prodromos                          
Date:  05/13/2026
Name:
Andrew Prodromos
 
Title:
Authorized Officer
 
   
   
GRACE SOFTWARE CROSS FUND HOLDINGS, LLC
 
   
By:
/s/ Andrew Prodromos
Date:  05/13/2026
Name:
Andrew Prodromos
 
Title:
Authorized Officer
 
   

EXHIBIT 99.3
JOINT FILER INFORMATION
19,362,553 shares of common stock are held of record by Insight Venture Partners VII, L.P. (“IVP VII”), 448,158 shares of common stock are held of record by Insight Venture Partners VII (Co-Investors), L.P. (“Co-Investors VII”), 8,523,803 shares of common stock are held of record by Insight Venture Partners (Cayman) VII, L.P. (“Cayman VII”) and 1,224,736 shares of common stock are held of record by Insight Venture Partners (Delaware) VII, L.P. (“Delaware VII” and, together with IVP VII, Co-Investors VII and Cayman VII, the “IVP VII Entities”).
The amount listed as owned by each IVP VII Entity may be deemed to be attributable to each of the other IVP VII Entities, Insight Venture Associates VII, L.P. (“IVA VII LP”), Insight Venture Associates VII, Ltd. (“IVA VII Ltd”) and Insight Holdings Group, LLC (“Holdings”), because Holdings is the sole shareholder of IVA VII Ltd, which in turn is the general partner of IVA VII LP, which in turn is the general partner of each of the IVP VII Entities.
787,927 shares of common stock are held of record by Grace Software Cross Fund Holdings, LLC (“Grace”). The amount listed as owned by Grace may be deemed to be attributable to each of Insight Associates XI, L.P. (“IA XI LP”), Insight Associates XI, Ltd. (“IA XI Ltd”) and Holdings, because Holdings is the sole shareholder of IA XI Ltd, which in turn is the general partner of IA XI LP, which in turn is the manager of Grace.
78,628 shares of common stock are held of record by Insight Partners Public Equities Master Fund, L.P. (“IPPE Master Fund” and, together with the IVP VII Entities and Grace, the “Funds”). The amount listed as owned by IPPE Master Fund may be deemed to be attributable to Insight Partners Public Equities GP, LLC (“IPPE GP”), Insight Venture Management, LLC (“IVM”), Insight Falcon Partners (A), L.P. (“Falcon LP”), Insight Falcon Associates, Ltd. (“Falcon Ltd”) and Holdings, because Holdings is the sole shareholder of Falcon Ltd, which in turn is the general partner of Falcon LP, which in turn is the sole member of IVM, which in turn is the sole member of IPPE GP, which in turn is the general partner of IPPE Master Fund.
Each of Jeffrey Horing, Deven Parekh, Jeffrey Lieberman and Michael Triplett is a member of the board of managers of Holdings and may be deemed to have shared voting and dispositive power over the shares held of record by the Funds. The foregoing is not an admission by IVA VII LP, IVA VII Ltd, IA XI LP, IA XI Ltd, Falcon LP, Falcon Ltd, IVM, IPPE GP or Holdings that it is the beneficial owner of the shares held of record by the Funds. Each of Messrs. Horing, Parekh, Lieberman and Triplett disclaims beneficial ownership of the shares held by the Funds, except to the extent of his pecuniary interest therein.
The address of each of the entities and persons identified in this Exhibit 99.3 is c/o Insight Partners, 1114 Avenue of the Americas, 36th Floor, New York, New York 10036.