SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Maggioncalda Jeffrey Nacey

(Last)

(First)

(Middle)

381 E. EVELYN AVE.

(Street)

MOUNTAIN VIEW

94041

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/30/2021

3. Issuer Name and Ticker or Trading Symbol
Coursera, Inc. [ COUR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	333,000⁽¹⁾	D
Common Stock	10,000⁽²⁾	I	Shares owned by daughter
Common Stock	10,000⁽²⁾	I	Shares owned by sister-in-law
Common Stock	10,000⁽²⁾	I	Shares owned by brother
Common Stock	10,000⁽²⁾	I	Shares owned by daughter
Common Stock	10,000⁽²⁾	I	Shares owned by sister-in-law
Common Stock	10,000⁽²⁾	I	Shares owned by brother-in-law
Common Stock	10,000⁽²⁾	I	Shares owned by daughter
Common Stock	10,000⁽²⁾	I	Shares owned by brother

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽³⁾	07/13/2027	Common Stock	4,155,875	$2.56	D
Employee Stock Option (right to buy)	⁽⁴⁾	11/18/2030	Common Stock	700,000	$15.17	D

Explanation of Responses:

1. Shares issuable upon the settlement of a restricted stock unit award that vests over four years, with 25% of the award vesting on May 15, 2022, and 75% of the award vesting in equal quarterly installments thereafter, subject to the reporting person's continued service with the Issuer through the applicable vesting dates.

2. The reporting person disclaims beneficial ownership of these securities, and this report should not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

3. Represents an initial option to purchase 5,552,808 shares of common stock, with 25% of the total number of shares subject to the option vesting on June 12, 2018, and 75% of the shares subject to the option vesting in 36 equal monthly installments thereafter, subject to the reporting person's continued service with the Issuer through the applicable vesting dates.

4. Option vests over four years, with 25% of shares subject to the option vesting on May 15, 2022, and 75% of the shares subject to the option vesting in 36 equal monthly installments thereafter, subject to the reporting person's continued service with the Issuer through the applicable vesting dates.

Remarks:

President and Chief Executive Officer Exhibit List: Exhibit 24 - Power of Attorney

	By: /s/ Jeffrey N. Maggioncalda	03/30/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.