Udemy, Inc. — Director's Dealing 2021

Nov 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Udemy, Inc. (UDMY)
CIK: 0001607939
Period of Report: 2021-11-02

Reporting Person: NASPERS LTD (10% Owner)
Reporting Person: Prosus N.V. (10% Owner)
Reporting Person: MIH Edtech Investments B.V. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-02	Common Stock	C	12719472	—	Acquired	17120840	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-02	Series A Convertible Preferred Stock	$	C	4865925	Disposed		Common Stock (4865925)	Indirect
2021-11-02	Series A-1 Convertible Preferred Stock	$	C	496377	Disposed		Common Stock (496377)	Indirect
2021-11-02	Series B Convertible Preferred Stock	$	C	1017972	Disposed		Common Stock (1017972)	Indirect
2021-11-02	Series C Convertible Preferred Stock	$	C	90639	Disposed		Common Stock (90639)	Indirect
2021-11-02	Series D Convertible Preferred Stock	$	C	6248559	Disposed		Common Stock (6248559)	Indirect

Footnotes

F1: Each share of Series A Convertible Preferred Stock automatically converted into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.

F2: Each share of Series A-1 Convertible Preferred Stock automatically converted into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.

F3: Each share of Series B Convertible Preferred Stock automatically converted into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.

F4: Each share of Series C Convertible Preferred Stock automatically converted into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.

F5: Each share of Series A Convertible Preferred Stock automatically converted into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.

F6: The shares are held of record by MIH Edtech Investments B.V., or Edtech. Edtech is a subsidiary of Prosus N.V., or Prosus, a publicly traded company whose shares are listed on the Euronext Amsterdam. A majority of the voting power of the outstanding ordinary shares of Prosus N.V. is held by Naspers Limited, a publicly traded company whose shares are listed on the Johannesburg Stock Exchange. As a result, the shares held by Edtech may be deemed to be beneficially owned by Prosus and Naspers Limited.

F7: Naspers Limited employs a differential voting structure involving two South African entities, Naspers Beleggings (RF) Beperk and Keeromstraat 30 Beleggings (RF) Beperk, the sole remit of which is to protect the continued independence of Naspers Limited. Each of Nasbel and Keerom disclaims beneficial ownership of all shares, except to the extent of their respective pecuniary interests therein, if any. Lawrence Illg, a director of the Issuer, serves as Chief Executive Officer, Food and EdTech, for Prosus, but has no voting or dispositive control over the shares held by Edtech.