Sec Form 4 Filing - Hart Gregory M. @ Coursera, Inc. - 2025-02-03

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Hart Gregory M.
2. Issuer Name and Ticker or Trading Symbol
Coursera, Inc. [ COUR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President & CEO
(Last) (First) (Middle)
2440 WEST EL CAMINO REAL, SUITE 500
3. Date of Earliest Transaction (MM/DD/YY)
02/03/2025
(Street)
MOUNTAIN VIEW, CA94040
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/03/2025 A 1,873,171 ( 1 ) ( 2 ) A $ 0 1,873,171 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Stock Option (right to buy) $ 7.81 02/03/2025 A 3,746,342 ( 1 ) ( 3 ) 02/03/2035 Common Stock 0 $ 0 3,746,342 D
Performance-based Stock Option (right to buy) $ 7.81 02/03/2025 A 1,404,879 ( 1 ) ( 4 ) 02/03/2035 Common Stock 0 $ 0 1,404,879 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hart Gregory M.
2440 WEST EL CAMINO REAL
SUITE 500
MOUNTAIN VIEW, CA94040
X President & CEO
Signatures
/s/ Sylvia Lexington, Attorney-in-Fact 02/05/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects restricted stock units (RSUs) and stock options granted upon the appointment of the reporting person as the new President and Chief Executive Officer of the issuer.
( 2 )Shares issuable upon settlement of a restricted stock unit award, with 25% of the RSUs subject to the award vesting on February 3, 2026, 6.25% of the RSUs subject to the award vesting on February 15, 2026, and 68.75% of the RSUs subject to the award vesting in 11 equal quarterly installments thereafter, subject to the reporting person's continued service with the issuer through the applicable vesting dates.
( 3 )Option vests over four years, with 25% of the shares subject to the option vesting on February 3, 2026 and 75% of the shares subject to the option vesting in 12 equal quarterly installments thereafter, subject to the reporting person's continued service with the issuer through the applicable vesting dates.
( 4 )Option vests upon satisfaction of both service- and market-based vesting conditions. The market-based vesting condition is satisfied when the trailing simple moving average closing price of the issuer's common stock over a 60-trading day period equals or exceeds 150% of the Base Stock Price, which is defined in the applicable option agreement as the 30-trading day trailing simple moving average closing price of the issuer's common stock ended on February 3, 2025. Under the service-based vesting condition, the option vests over four years with 25% of the shares subject to the option vesting on February 3, 2026, and 75% of the shares subject to the option vesting in 12 equal quarterly installments thereafter, subject to the reporting person's continued service with the issuer through the applicable vesting dates.

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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