CHEGG, INC — Director's Dealing 2022

Dec 5, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHEGG, INC (CHGG)
CIK: 0001364954
Period of Report: 2022-12-01

Reporting Person: BROWN ANDREW J (CHIEF FINANCIAL OFFICER)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-12-01	Common Stock	F	2888	$29.59	Disposed	234670	Direct
2022-12-01	Common Stock	F	3794	$29.59	Disposed	230876	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	108843	Indirect

Footnotes

F1: Exempt transaction pursuant to Section 16b-3(e) payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were automatically withheld by the Issuer in accordance with the agreement governing the restricted stock units ("RSUs") to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs. The Reporting Person did not sell any of the shares reported on this Form 4 item; such shares were cancelled by the Issuer in accordance with the foregoing.

F2: Includes 1,334 shares acquired under the 2013 Chegg, Inc. Employee Stock Purchase Plan (ESPP) on November 15, 2022.

F3: Exempt transaction pursuant to Section 16b-3(e) payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were automatically withheld by the Issuer in accordance with the agreement governing the performance stock units ("PSUs") to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of the PSUs. The Reporting Person did not sell any of the shares reported on this Form 4 item; such shares were cancelled by the Issuer in accordance with the foregoing.

F4: The Reporting Person is a Co-Trustee.