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Filing Details

Accession Number:: 0000899243-21-015314
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-04-07 17:23:14
Reporting Period:: 2021-04-05

Accepted Time:: 2021-04-07 17:23:14
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1651562	Coursera Inc.	COUR	Services-Prepackaged Software (7372)	453560292

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1711684	G Squared Opportunities Fund Iv Llc	C/O G Squared 205 N. Michigan Avenue, Suite 3770 Chicago IL 60601	No	No	Yes	No
1855357	Ventura-Gsquared Investments Lp Fund	C/O G Squared 205 N. Michigan Avenue, Suite 3770 Chicago IL 60601	No	No	Yes	No
1855511	G Squared Equity Management Lp	C/O G Squared 205 N. Michigan Avenue, Suite 3770 Chicago IL 60601	No	No	Yes	No
1855515	G Squared Coursera Iv Llc	C/O G Squared 205 N. Michigan Avenue, Suite 3770 Chicago IL 60601	No	No	Yes	No
1855524	G Squared Opportunities Fund V Llc	C/O G Squared 205 N. Michigan Avenue, Suite 3770 Chicago IL 60601	No	No	Yes	No
1855526	G Squared Special Situations Fund Llc	C/O G Squared 205 N. Michigan Avenue, Suite 3770 Chicago IL 60601	No	No	Yes	No
1855530	Icav Opportunities Squared G	C/O G Squared 205 N. Michigan Avenue, Suite 3770 Chicago IL 60601	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2021-04-05	7,677,184	$0.00	18,335,314	No	4	C	Indirect	See Footnotes
Common Stock	Acquisiton	2021-04-05	300,000	$33.00	18,635,314	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series B Preferred Stock	Disposition	2021-04-05	201,309	$0.00	201,309	$0.00
Common Stock	Series C Preferred Stock	Disposition	2021-04-05	658,618	$0.00	658,618	$0.00
Common Stock	Series D Preferred Stock	Disposition	2021-04-05	3,921,506	$0.00	3,921,506	$0.00
Common Stock	Series D-1 Preferred Stock	Disposition	2021-04-05	2,445,569	$0.00	2,445,569	$0.00
Common Stock	Series F Preferred Stock	Disposition	2021-04-05	450,182	$0.00	450,182	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect

Footnotes

Following the reported transactions, the shares held by the Reporting Persons are as follows: (i) 3,628,987 shares held of record by G Squared Opportunities ICAV ("GS ICAV"), (ii) 3,571,274 shares of held of record by G Squared Opportunities Fund IV LLC ("GSOF IV"), (iii) 2,130,506 shares held of record by Ventura-Gsquared Investments LP Fund ("VGI"), (iv) 829,899 shares held of record by G Squared IV, LP ("GS IV"), (v) 926,990 shares held of record by G Squared IV, SCSp ("GS SCS"), (vi) 230,702 shares held of record by G Squared Coursera IV LLC ("GSC IV"), (vii) 513,342 shares held of record by G Squared V LP ("GS V"), (viii) 136,658 shares held of record by G Squared Opportunities Fund V LLC ("GSOF V"), (ix) 294,324 shares held of record by G Squared Special Situations Fund LLC ("GSSS"), (x) 672,224 shares held of record by G Squared Opportunities Fund I LLC ("GSOF I"), (xi) 4,744 shares held of record by G Squared Opportunities Fund II LLC ("GSOF II"),
(continued from footnote 1) (xii) 3,333,333 shares held of record by G Squared Coursera LLC ("GSC"), (xiii) 895,668 shares held of record by G Squared Opporunities Fund I, Series C-6 ("GSOF 6"), (xiv) 666,667 shares held of record by G Squared Opporunities Fund I, Series C-7 ("GSOF 7"), (xv) 666,663 shares held of record by G Squared Coursera II LLC ("GSC II") and (xvi) 133,333 shares held of record by G Squared Corsera III LLC ("GSC III").
Prior to the completion of the Issuer's initial public offering, 201,309 shares of Series B Preferred Stock were held of record by GSOF IV.
Prior to the completion of the Issuer's initial public offering, the shares of Series C Preferred Stock held by the Reporting Persons were as follows: (i) 14,888 shares held of record by GSOF IV, (ii) 588,986 shares held of record by GSOF I, (iii) 50,000 shares held of record by GS V, and (iv) 4,744 shares held of record by GSOF II.
Prior to the completion of the Issuer's initial public offering, the shares of Series D Preferred Stock held by the Reporting Persons were as follows: (i) 588,173 shares held of record by GSOF IV, and (ii) 3,333,333 shares held of record by GSC.
Prior to the completion of the Issuer's initial public offering, the shares of Series D-1 Preferred Stock held by the Reporting Persons were as follows: (i) 895,668 shares held of record by GSOF 6, (ii) 83,238 shares held of record by GSOF I, (iii) 666,667 shares held of record by GSOF 7, (iv) 666,663 shares held of record by GSC II, and (v) 133,333 shares of Series held of record by GSC III.
Prior to the completion of the Issuer's initial public offering, the shares of Series D-1 Preferred Stock held by the Reporting Persons were as follows: (i) 22,879 shares held of record by GSOF IV, (ii) 202,128 shares held of record by GS IV, (iii) 225,175 shares held of record by GS SCS.
G Squared Equity Management LP ("GSEM") is the sole general partner of G Squared Equity GP V, LLC ("GP V"), which is the sole general partner of GS V. GSEM is the sole general partner of G Squared Equity GP IV ("GP IV"), which is the sole general partner of GS IV. GSEM is the sole general partner of G Squared Equity GP S.a r.l. ("GP SARL"), which is the sole general partner of GS SCS. GSEM is the sole managing partner and investment adviser to each of GSC IV, GSOF IV, GSOF V, GS ICAV, GSSS, and VGI (together with GS V, GS IV and GS SCS, the "GSEM Funds"). Larry Aschebrook ("Aschebrook") is the Managing Partner of GSEM, and has sole voting and dispositive control over the shares held of record by the GSEM Funds.
G Squared Equity LLC ("GSE") is the sole manager and investment adviser to each of GSC, GSC II, GSC III, GSOF I, GSOF II, GSOF 6, and GSOF 7 (the "GSE Funds"). Aschebrook is the Managing Partner of GSE, and has sole voting and dispositive control over the shares held of record by the GSE Funds.
Each of GSEM, GSE, GP V, GP IV, GP SARL and Aschebrook disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
Each share of the Issuer's Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock, and Series F Preferred Stock automatically converted into Common Stock on a 1-for-1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.
On April 5, 2020, GS V acquired 300,000 shares in connection with the Issuer's initial public offering.