0001567619-21-018929.txt : 20211028 0001567619-21-018929.hdr.sgml : 20211028 20211028191704 ACCESSION NUMBER: 0001567619-21-018929 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20211028 FILED AS OF DATE: 20211028 DATE AS OF CHANGE: 20211028 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Holdings Group, LLC CENTRAL INDEX KEY: 0001305473 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40956 FILM NUMBER: 211360010 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Management, LLC CENTRAL INDEX KEY: 0001498545 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40956 FILM NUMBER: 211360004 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Associates XI, Ltd. CENTRAL INDEX KEY: 0001871124 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40956 FILM NUMBER: 211360007 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Partners Public Equities GP CENTRAL INDEX KEY: 0001889867 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40956 FILM NUMBER: 211360005 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 230-9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Associates XI, L.P. CENTRAL INDEX KEY: 0001871148 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40956 FILM NUMBER: 211360008 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Grace Software Cross Fund Holdings, LLC CENTRAL INDEX KEY: 0001889861 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40956 FILM NUMBER: 211360009 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 230-9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Partners Public Equities Master Fund, L.P. CENTRAL INDEX KEY: 0001889864 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40956 FILM NUMBER: 211360006 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 230-9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Udemy, Inc. CENTRAL INDEX KEY: 0001607939 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 271779864 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 600 HARRISON STREET STREET 2: 3RD FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: (510) 378-4789 MAIL ADDRESS: STREET 1: 600 HARRISON STREET STREET 2: 3RD FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94107 3 1 doc1.xml FORM 3 X0206 3 2021-10-28 0 0001607939 Udemy, Inc. UDMY 0001305473 Insight Holdings Group, LLC C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001889861 Grace Software Cross Fund Holdings, LLC C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001871148 Insight Associates XI, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001871124 Insight Associates XI, Ltd. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001889864 Insight Partners Public Equities Master Fund, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001889867 Insight Partners Public Equities GP C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001498545 Insight Venture Management, LLC C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 Common Stock 1088764 I See footnote Common Stock 98286 I See footnote See Exhibit 99.1 See Exhibit 99.1 This Form 3 is the second of two Forms 3 filed relating to the same event. The Form 3 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 reporting persons. Each Form 3 is filed by Designated Filer, Insight Holdings Group, LLC. Exhibit List ------------ Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Signatures Exhibit 99.3 - Joint Filer Information Insight Holdings Group, LLC; By /s/ Andrew Prodromos, Attorney-in-Fact 2021-10-28 EX-99.1 2 i102621a2.htm EXPLANATION OF RESPONSES
EXPLANATION OF RESPONSES
(1)
Held directly by Grace Software Cross Fund Holdings, LLC
(2)
Held directly by Insight Partners Public Equities Master Fund, L.P.
EX-99.2 3 i102621b2.htm JOINT FILERS SIGNATURES

JOINT FILERS’ SIGNATURES

 
GRACE SOFTWARE CROSS FUND HOLDINGS, LLC
  
     
     
 
By:
/s/Andrew Prodromos
Date:  10/28/2021
 
Name:
Andrew Prodromos
  
 
Title:
Attorney-in-Fact
  
     
     
 
INSIGHT ASSOCIATES XI, LTD.
  
     
     
 
By:
/s/Andrew Prodromos
Date:  10/28/2021
 
Name:
Andrew Prodromos
  
 
Title:
Authorized Officer
  
     
     
 
INSIGHT ASSOCIATES XI, L.P.
  
 
By: Insight Associates XI, Ltd., its general partner
  
     
     
 
By:
/s/Andrew Prodromos
Date:  10/28/2021
 
Name:
Andrew Prodromos
  
 
Title:
Authorized Officer
  
     
     
 
INSIGHT PARTNERS PUBLIC EQUITIES MASTER FUND, L.P.
  
     
     
 
By:
/s/Andrew Prodromos
Date:  10/28/2021
 
Name:
Andrew Prodromos
  
 
Title:
Authorized Officer
  
     
     
 
INSIGHT PARTNERS PUBLIC EQUITIES GP, LLC
  
 

 
     
 
By:
/s/Andrew Prodromos
Date:  10/28/2021
 
Name:
Andrew Prodromos
  
 
Title:
Authorized Officer
  
     
     
 
INSIGHT VENTURE MANAGEMENT, LLC
  
     
     
 
By:
/s/Andrew Prodromos
Date:  10/28/2021
 
Name:
Andrew Prodromos
  
 
Title:
Authorized Officer
  
     
     
 
INSIGHT HOLDINGS GROUP, LLC
  
     
     
 
By:
/s/Andrew Prodromos
Date:  10/28/2021
 
Name:
Andrew Prodromos
  
 
Title:
Authorized Officer
  
     
EX-99.3 4 i102621c2.htm JOINT FILER INFORMATION
JOINT FILER INFORMATION

1,088,764 shares of Common Stock are held of record by Grace Software Cross Fund Holdings, LLC (“Grace”), 2,924,778 shares of Common Stock, 439,224 shares of Series A-1 Convertible Preferred Stock, 5,914,814 shares of Series B Convertible Preferred Stock, 1,339,998 shares of Series C Convertible Preferred Stock and 1,159,445 shares of Series D Convertible Preferred Stock are held of record by Insight Venture Partners (Cayman) VII, L.P. (“Cayman VII”), 420,245 shares of Common Stock, 63,110 shares of Series A-1 Convertible Preferred Stock, 849,866 shares of Series B Convertible Preferred Stock, 192,536 shares of Series C Convertible Preferred Stock and 166,594 shares of Series D Convertible Preferred Stock are held of record by Insight Venture Partners (Delaware) VII, L.P. (“Delaware VII”), 153,776 shares of Common Stock, 23,093 shares of Series A-1 Convertible Preferred Stock, 310,985 shares of Series B Convertible Preferred Stock, 70,454 shares of Series C Convertible Preferred Stock and 60,961 shares of Series D Convertible Preferred Stock are held of record by Insight Venture Partners VII (Co-Investors), L.P. (“Co-Investors VII”), 6,643,886 shares of Common Stock, 997,735 shares of Series A-1 Convertible Preferred Stock, 13,436,008 shares of Series B Convertible Preferred Stock, 3,043,923 shares of Series C Convertible Preferred Stock and 2,633,779 shares of Series D Convertible Preferred Stock are held of record by Insight Venture Partners VII, L.P. (“IVP VII”, and together with Cayman VII, Delaware VII, and Co-Investors VII, “Fund VII Entities”) and 98,286 shares of Common Stock are held of record by Insight Partners Public Equities Master Fund, L.P. (“IPPE Master Fund”).
The amounts listed as owned by each Fund VII Entity may be deemed to be attributable to the other Fund VII Entities, Insight Venture Associates VII, L.P. (“IVA VII LP”), Insight Venture Associates VII, Ltd. (“IVA VII Ltd”) and Insight Holdings Group, LLC (“Holdings”) because Holdings is the sole shareholder of IVA VII Ltd, which in turn is the general partner of IVA VII LP, which in turn is the general partner of each Fund VII Entity. The amounts listed as owned by Grace may be deemed to be attributable to Insight Associates XI L.P. (“IA XI LP”), Insight Associates XI, Ltd. (“IA XI Ltd”) and Holdings, because Holdings is the sole shareholder of IA XI Ltd, IA XI Ltd is the general partner of IA XI LP and IA XI LP is the manager of Grace. The amounts listed as owned by IPPE Master Fund may be deemed to be attributable to Insight Partners Public Equities GP, LLC (“IPPE GP”), Insight Venture Management, LLC (“IVM”) and Holdings, because Holdings is the sole shareholder of IVM, IVM is the sole member of IPPE GP and IPPE GP is the general partner of IPPE Master Fund.
Each of Jeffrey Horing, Deven Parekh, Michael Triplett, and Jeffrey Lieberman is a member of the board of managers of Holdings and as such shares voting and dispositive power over the shares held of record by each Fund VII Entity, Grace and IPPE Master Fund. The foregoing is not an admission by IVA VII LP, IVA VII Ltd, IA XI LP, IA XI Ltd, IPPE GP, IVM or Holdings that it is the beneficial owner of the shares held of record by each Fund VII Entity, Grace and IPPE Master Fund. Each of Messrs. Horing, Parekh, Triplett and Lieberman disclaims beneficial ownership of the shares held by each Fund VII Entity, Grace and IPPE Master Fund, except to the extent of his pecuniary interest therein, if any.
The address of each of the entities and persons identified in this Exhibit 99.3 is c/o Insight Partners, 1114 Avenue of the Americas, 36th Floor, New York, New York 10036.