Udemy, Inc. — Major Shareholding Notification 2023

Feb 14, 2023

SC 13G/A 1 tm236526d1_sc13ga.htm SC 13G/A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Udemy, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

902685106

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨	Rule 13d-1(b)
¨	Rule 13d-1(c)
x	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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| CUSIP
No. 902685106 — 1. | Names of Reporting Persons Norwest Venture Partners XII, LP | | |
| --- | --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | | |
| | (a) (b) | ¨ ¨ | |
| 3. | SEC
Use Only | | |
| 4. | Citizenship or Place of Organization Delaware | | |
| Number of Shares Beneficially Owned by Each Reporting Person With | | 5. | Sole Voting Power 6,229,466 |
| | | 6. | Shared Voting Power 0 |
| | | 7. | Sole Dispositive Power 6,229,466 |
| | | 8. | Shared Dispositive Power 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,229,466 | | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | | |
| 11. | Percent of Class Represented by Amount in Row (9) 4.4% | | |
| 12. | Type of Reporting Person (See Instructions) PN | | |

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| CUSIP
No. 902685106 — 1. | Names of Reporting Persons Genesis VC Partners XII, LLC | | |
| --- | --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | | |
| | (a) (b) | ¨ ¨ | |
| 3. | SEC
Use Only | | |
| 4. | Citizenship or Place of Organization Delaware | | |
| Number of Shares Beneficially Owned by Each Reporting Person With | | 5. | Sole Voting Power 6,229,466 |
| | | 6. | Shared Voting Power 0 |
| | | 7. | Sole Dispositive Power 6,229,466 |
| | | 8. | Shared Dispositive Power 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,229,466 | | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | | |
| 11. | Percent of Class Represented by Amount in Row (9) 4.4% | | |
| 12. | Type of Reporting Person (See Instructions) OO | | |

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| CUSIP
No. 902685106 — 1. | Names of Reporting Persons NVP Associates, LLC | | |
| --- | --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | | |
| | (a) (b) | ¨ ¨ | |
| 3. | SEC
Use Only | | |
| 4. | Citizenship or Place of Organization Delaware | | |
| Number of Shares Beneficially Owned by Each Reporting Person With | | 5. | Sole Voting Power 6,229,466 |
| | | 6. | Shared Voting Power 0 |
| | | 7. | Sole Dispositive Power 6,229,466 |
| | | 8. | Shared Dispositive Power 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,229,466 | | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | | |
| 11. | Percent of Class Represented by Amount in Row (9) 4.4% | | |
| 12. | Type of Reporting Person (See Instructions) OO | | |

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| CUSIP
No. 902685106 — 1. | Names of Reporting Persons Promod Haque | | |
| --- | --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | | |
| | (a) (b) | ¨ ¨ | |
| 3. | SEC
Use Only | | |
| 4. | Citizenship or Place of Organization Delaware | | |
| Number of Shares Beneficially Owned by Each Reporting Person With | | 5. | Sole Voting Power 6,229,466 |
| | | 6. | Shared Voting Power 0 |
| | | 7. | Sole Dispositive Power 6,229,466 |
| | | 8. | Shared Dispositive Power 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,229,466 | | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | | |
| 11. | Percent of Class Represented by Amount in Row (9) 4.4% | | |
| 12. | Type of Reporting Person (See Instructions) IN | | |

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| CUSIP
No. 902685106 — 1. | Names of Reporting Persons Jeffrey Crowe | | |
| --- | --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | | |
| | (a) (b) | ¨ ¨ | |
| 3. | SEC
Use Only | | |
| 4. | Citizenship or Place of Organization Delaware | | |
| Number of Shares Beneficially Owned by Each Reporting Person With | | 5. | Sole Voting Power 6,229,466 |
| | | 6. | Shared Voting Power 0 |
| | | 7. | Sole Dispositive Power 6,229,466 |
| | | 8. | Shared Dispositive Power 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,229,466 | | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | | |
| 11. | Percent of Class Represented by Amount in Row (9) 4.4% | | |
| 12. | Type of Reporting Person (See Instructions) IN | | |

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| CUSIP
No. 902685106 — 1. | Names of Reporting Persons Jon E. Kossow | | |
| --- | --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | | |
| | (a) (b) | ¨ ¨ | |
| 3. | SEC
Use Only | | |
| 4. | Citizenship or Place of Organization Delaware | | |
| Number of Shares Beneficially Owned by Each Reporting Person With | | 5. | Sole Voting Power 6,229,466 |
| | | 6. | Shared Voting Power 0 |
| | | 7. | Sole Dispositive Power 6,229,466 |
| | | 8. | Shared Dispositive Power 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,229,466 | | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | | |
| 11. | Percent of Class Represented by Amount in Row (9) 4.4% | | |
| 12. | Type of Reporting Person (See Instructions) IN | | |

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Item 1.	(a)	Name of Issuer Udemy, Inc.
	(b)	Address of Issuer’s Principal Executive Offices 600 Harrison Street, 3rd Floor San Francisco, California 94107
Item 2.
	(a)	Name of Person Filing 1. Norwest Venture Partners XII, LP 2. Genesis VC Partners XII, LLC 3. NVP Associates, LLC 4. Promod Haque 5. Jeffrey Crowe 6. Jon E. Kossow
	(b)	Address of Principal Business Office or, if none, Residence 525 University Ave, Suite 800 Palo Alto, CA 94301
	(c)	Citizenship Entities: Norwest Venture Partners XII, LP   -      Delaware Genesis VC Partners XII, LLC -      Delaware NVP
Associates -      Delaware Individuals: Crowe                     -      United
States of America Haque                    -      United
States of America Kossow                 -      United
States of America
	(d)	Title of Class of Securities Common Stock
	(e)	CUSIP Number 902685106
Item 3.	If this statement is filed pursuant to §§240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
	Not applicable

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ITEM 4. Ownership

(1) Norwest Venture Partners XII, LP (“NVP XII”): At December 31, 2022, NVP XII owned of record 6,229,466 shares of Issuer’s common stock (“Common Stock”). This amount represents 4.4% of the total shares of Common Stock outstanding at this date.

(2) Genesis VC Partners XII, LLC (“Genesis XII”): At December 31, 2022, Genesis XII may be deemed to have beneficially owned, by virtue of its status as general partner of NVP XII, 6,229,466 shares of Common Stock. This amount represents 4.4% of the total shares of Common Stock outstanding at this date.

(3) NVP Associates, LLC (“NVP Associates”): At December 31, 2022, NVP Associates may be deemed to have beneficially owned 6,229,466 shares of Common Stock by virtue of its status as managing member of Genesis XII, the general partner of NVP XII, the record owner of such shares. This amount represents 4.4% of the total shares of Common Stock outstanding at this date.

(4) Promod Haque: At December 31, 2022, Promod Haque may be deemed to have beneficially owned 6,229,466 shares of Common Stock by virtue of his status as co-Chief Executive Officer of NVP Associates, the managing member of Genesis XII, which is the general partner of NVP XII, the record owner of such shares. This amount represents 4.4% of the total shares of Common Stock outstanding at this date.

(5) Jeffrey Crowe: At December 31, 2022, Jeffrey Crowe may be deemed to have beneficially owned 6,229,466 shares of Common Stock by virtue of his status as co-Chief Executive Officer of NVP Associates, the managing member of Genesis XII, which is the general partner of NVP XII, the record owner of such shares. This amount represents 4.4% of the total shares of Common Stock outstanding at this date.

(6) Jon E. Kossow: At December 31, 2022, Jon E. Kossow may be deemed to have beneficially owned 6,229,466 shares of Common Stock by virtue of his status as co-Chief Executive Officer of NVP Associates, the managing member of Genesis XII, which is the general partner of NVP XII, the record owner of such shares. This amount represents 4.4% of the total shares of Common Stock outstanding at this date.

Item 5.	Ownership of Five Percent or Less of a Class
	If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒
Item 6.	Ownership of More than Five Percent on Behalf of Another Person
	Not applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company or Control Person
	Not applicable
Item 8.	Identification and Classification of Members of the Group
	Not applicable
Item 9.	Notice of Dissolution of Group
	Not applicable
Item 10.	Certification
	Not applicable

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2023

Norwest Venture Partners XII, LP

By	Genesis VC Partners XII, LLC
Its	General Partner
By	NVP Associates, LLC,
Its:	Managing Member

By:
Name: Matthew De Dominicis
Title: Chief Financial Officer

Genesis VC Partners XII, LLC

By	NVP Associates, LLC,
Its:	Managing Member

By:
Name: Matthew De Dominicis
Title: Chief Financial Officer

NVP Associates, LLC

By:
Name: Matthew De Dominicis
Title: Chief Financial Officer

/s/ Matthew De Dominicis
Matthew De Dominicis,
as Attorney-in-fact for Promod Haque

/s/ Matthew De Dominicis
Matthew De Dominicis,
as Attorney-in-fact for Jeffrey Crowe

/s/ Matthew De Dominicis
Matthew De Dominicis,
as Attorney-in-fact for Jon E. Kossow

Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

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Exhibit(s):

A Joint Filing Agreement

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EXHIBIT A

JOINT FILING AGREEMENT

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Udemy, Inc. is filed on behalf of each of us.

Dated: February 14, 2023

Norwest Venture Partners XII, LP

By	Genesis VC Partners XII, LLC
Its	General Partner
By	NVP Associates, LLC,
Its:	Managing Member

By:
Name: Matthew De Dominicis
Title: Chief Financial Officer

Genesis VC Partners XII, LLC

By	NVP Associates, LLC,
Its:	Managing Member

By:
Name: Matthew De Dominicis
Title: Chief Financial Officer

NVP Associates, LLC

By:
Name: Matthew De Dominicis
Title: Chief Financial Officer

/s/ Matthew De Dominicis
Matthew De Dominicis,
as Attorney-in-fact for Promod Haque

/s/ Matthew De Dominicis
Matthew De Dominicis,
as Attorney-in-fact for Jeffrey Crowe

/s/ Matthew De Dominicis
Matthew De Dominicis,
as Attorney-in-fact for Jon E. Kossow

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