Coursera, Inc. — Director's Dealing 2021

Apr 7, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Coursera, Inc. (COUR)
CIK: 0001651562
Period of Report: 2021-03-30

Reporting Person: G Squared Equity Management LP (10% Owner)
Reporting Person: G Squared Opportunities ICAV (10% Owner)
Reporting Person: G Squared Opportunities Fund IV LLC (10% Owner)
Reporting Person: Ventura-Gsquared Investments LP Fund (10% Owner)
Reporting Person: G Squared Coursera IV LLC (10% Owner)
Reporting Person: G Squared Opportunities Fund V LLC (10% Owner)
Reporting Person: G Squared Special Situations Fund LLC (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10658130	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Preferred Stock	$		Common Stock (201309)		Indirect
Series C Preferred Stock	$		Common Stock (658618)		Indirect
Series D Preferred Stock	$		Common Stock (3921506)		Indirect
Series D-1 Preferred Stock	$		Common Stock (2445569)		Indirect
Series F Preferred Stock	$		Common Stock (450182)		Indirect

Footnotes

F1: Represents (i) 3,628,987 shares of common stock held of record by G Squared Opportunities ICAV ("GS ICAV"), (ii) 2,744,025 shares of common stock held of record by G Squared Opportunities Fund IV LLC ("GSOF IV"), (iii) 2,130,506 shares of common stock held of record by Ventura-Gsquared Investments LP Fund ("VGI"), (iv) 627,771 shares of common stock held of record by G Squared IV, LP ("GS IV"), (v) 701,815 shares of common stock held of record by G Squared IV, SCSp ("GS SCS"), (vi) 230,702 shares of common stock held of record by G Squared Coursera IV LLC ("GSC IV"), (vii) 163,342 shares of common stock held of record by G Squared V LP ("GS V"), (viii) 136,658 shares of common stock held of record by G Squared Opportunities Fund V LLC ("GSOF V"), and (ix) 294,324 shares of common stock held of record by G Squared Special Situations Fund LLC ("GSSS").

F2: Represents 201,309 shares of Series B Preferred Stock held of record by GSOF IV.

F3: Represents (i) 14,888 shares of Series C Preferred Stock held of record by GSOF IV, (ii) 588,986 shares of Series C Preferred Stock held of record by G Squared Opportunities Fund I LLC ("GSOF I"), (iii) 50,000 shares of Series C Preferred Stock held of record by GS V, and (iv) 4,744 shares of Series C Preferred Stock held of record by G Squared Opportunities Fund II LLC ("GSOF II").

F4: Represents (i) 588,173 shares of Series D Preferred Stock held of record by GSOF IV, and (ii) 3,333,333 shares of Series D Preferred Stock held of record by G Squared Coursera LLC ("GSC").

F5: Represents (i) 895,668 shares of Series D-1 Preferred Stock held of record by G Squared Opportunities Fund I, Series C-6 ("GSOF 6"), (ii) 83,238 shares of Series D-1 Preferred Stock held of record by GSOF I, (iii) 666,667 shares of Series D-1 Preferred Stock held of record by G Squared Opportunities Fund I, Series C-7 ("GSOF 7"), (iv) 666,663 shares of Series D-1 Preferred Stock held of record by G Squared Coursera II LLC ("GSC II"), and (v) 133,333 shares of Series D-1 Preferred Stock held of record by G Squared Coursera III LLC ("GSC III").

F6: Represents (i) 22,879 shares of Series F Preferred Stock held of record by GSOF IV, (ii) 202,128 shares of Series F Preferred Stock held of record by GS IV, (iii) 225,175 shares of Series F Preferred Stock held of record by GS SCS.

F7: 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.

F8: 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.

F9: 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.

F10: 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 shall automatically convert 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.