Coursera, Inc. — Director's Dealing 2021

Aug 11, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Coursera, Inc. (COUR)
CIK: 0001651562
Period of Report: 2021-08-10

Reporting Person: G Squared Equity Management LP (10% Owner)
Reporting Person: G Squared Coursera IV LLC (10% Owner)
Reporting Person: G Squared Equity LLC (10% Owner)
Reporting Person: G Squared Coursera III LLC (10% Owner)
Reporting Person: G Squared Coursera II LLC (10% Owner)
Reporting Person: G Squared Coursera LLC (10% Owner)
Reporting Person: Aschebrook Larry Lee (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-10	Common Stock	J	3273025	$0.00	Disposed	12197337	Indirect

Footnotes

F1: On August 10, 2021, the Reporting Persons made the following distributions-in-kind, without consideration, to their respective general partners and limited partners: (i) G Squared Coursera LLC ("GSC") distributed 2,500,000 shares of Common Stock of the Issuer (the "Common Stock"), (ii) G Squared Coursera II LLC ("GSC II") distributed 499,998 shares of Common Stock, (iii) G Squared Coursera III LLC ("GSC III") distributed 100,000 shares of Common Stock and (iv) G Squared Coursera IV LLC ("GSC IV") distributed 173,027 shares of Common Stock. The foregoing distributions were made in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

F2: 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) 2,678,456 shares of held of record by G Squared Opportunities Fund IV LLC ("GSOF IV"), (iii) 1,597,880 shares held of record by Venture-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) 0 shares held of record by 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) 205,647 shares held of record by G Squared Special Situations Fund LLC ("GSSS") (x) 504,168 shares held of record by G Squared Opportunities Fund I LLC ("GSOF I")

F3: (Continued from footnote 2) (xi) 3,558 shares held of record by G Squared Opportunities Fund II LLC ("GSOF II"), (xii) 0 shares held of record by GSC, (xiii) 1,171,752 shares held of record by G Squared Opportunities Fund, Series C-7 ("GSOF 7"), (xiv) 0 shares held of record by GSC II and (xv) 0 shares held of record by GSC III.

F4: 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.

F5: G Squared Equity LLC ("GSE") is the sole manager and investment adviser to each of GSC, GSC II, GSC III, GSOF I, GSOF II 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.

F6: 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 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.