Udemy, Inc. — Director's Dealing 2022

Aug 10, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Udemy, Inc. (UDMY)
CIK: 0001607939
Period of Report: 2022-08-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-08-06	Common Stock	A	175000	—	Acquired	473293	Direct
2022-08-06	Common Stock	A	750000	—	Acquired	1223293	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-08-06	Employee Stock Option (right to buy)	$11.13	D	925000	Disposed	2030-11-22	Common Stock (925000.0)	Direct

Footnotes

F1: Represents restricted stock units ("RSUs") granted pursuant to the Issuer's 2021 Equity Incentive Plan. The RSUs will vest in full on Nov 15, 2022.

F2: On August 6, 2022, pursuant to the issuer's equity exchange program (announced July 11, 2022), the issuer canceled an option for 925,000 shares of the issuer's common stock granted to the reporting person on November 23, 2020. Pursuant to the equity exchange program, the reporting person received restricted stock units covering 100,000 shares of the issuer's common stock.

F3: Represents restricted stock units ("RSUs") granted pursuant to the Issuer's 2021 Equity Incentive Plan. 390,625 of the RSUs will vest on Nov 15, 2022; 46,875 RSUs will vest each quarter in 2023 and 57,292 will vest each quarter in 2024.

F4: 750,000 shares underlying this option vest as follows: one-fourth of the shares will vest on November 2, 2021 and the remaining shares will vest monthly in equal installments thereafter.

F5: 175,000 shares underlying this option vested in full on February 3, 2022 upon the achievement of the applicable performance conditions.