Udemy, Inc. — Director's Dealing 2022

Oct 6, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Udemy, Inc. (UDMY)
CIK: 0001607939
Period of Report: 2022-09-21

Reporting Person: Brown Gregory Scott (President, Udemy Business)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-09-21	Common Stock	A	175000	—	Acquired	1394334	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-09-21	Employee Stock Option (right to buy)	$11.13	D	175000	Acquired	2030-11-22	Common Stock (175000.0)	Direct

Footnotes

F1: Represents restricted stock units ("RSUs") granted pursuant to the Issuer's 2021 Equity Incentive Plan. 100% of the RSUs will vest on November 15, 2022.

F2: On September 21, 2022, pursuant to an option cancellation agreement between the Issuer and the reporting person, the Issuer canceled the reporting person's performance-based stock option and, in exchange, issued to the reporting person RSUs covering an equal number of shares of the Issuer's common stock.

F3: The shares underlying this option vest upon the achievement of certain performance-based conditions as follows: (i) 50% of the shares vest when the Issuer achieves $230 million in annual recurring revenue ("ARR") in enterprise revenue and (ii) 50% of the shares vest when the Issuer achieves $330 million in ARR in enterprise revenue.