Coursera, Inc. — Director's Dealing 2021

Apr 7, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Coursera, Inc. (COUR)
CIK: 0001651562
Period of Report: 2021-04-05

Reporting Person: G Squared Equity Management LP (10% Owner)
Reporting Person: G Squared Coursera LLC (10% Owner)
Reporting Person: G Squared Opportunities Fund I, Series C-6 (10% Owner)
Reporting Person: G Squared Opportunities Fund I LLC (10% Owner)
Reporting Person: G Squared Opportunities Fund I, Series C-7 (10% Owner)
Reporting Person: G Squared Coursera II LLC (10% Owner)
Reporting Person: G Squared Coursera III LLC (10% Owner)
Reporting Person: G Squared Opportunities Fund II LLC (10% Owner)
Reporting Person: G Squared Equity LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-05	Common Stock	C	7677184	—	Acquired	18335314	Indirect
2021-04-05	Common Stock	P	300000	$33.00	Acquired	18635314	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-05	Series B Preferred Stock	$	C	201309	Disposed		Common Stock (201309)	Indirect
2021-04-05	Series C Preferred Stock	$	C	658618	Disposed		Common Stock (658618)	Indirect
2021-04-05	Series D Preferred Stock	$	C	3921506	Disposed		Common Stock (3921506)	Indirect
2021-04-05	Series D-1 Preferred Stock	$	C	2445569	Disposed		Common Stock (2445569)	Indirect
2021-04-05	Series F Preferred Stock	$	C	450182	Disposed		Common Stock (450182)	Indirect

Footnotes

F1: 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"),

F2: (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").

F3: 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.

F4: 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.

F5: 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.

F6: 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.

F7: 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.

F8: 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.? 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.

F9: 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.

F10: 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.

F11: 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.

F12: On April 5, 2020, GS V acquired 300,000 shares in connection with the Issuer's initial public offering.