0001567619-21-019224.txt : 20211102 0001567619-21-019224.hdr.sgml : 20211102 20211102173253 ACCESSION NUMBER: 0001567619-21-019224 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20211102 FILED AS OF DATE: 20211102 DATE AS OF CHANGE: 20211102 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40956 FILM NUMBER: 211372688 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 Partners (Cayman) VII, L.P. CENTRAL INDEX KEY: 0001508855 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40956 FILM NUMBER: 211372687 BUSINESS ADDRESS: STREET 1: INSIGHT VENTURE ASSOCIATES VII, L.P. STREET 2: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 2122309200 MAIL ADDRESS: STREET 1: INSIGHT VENTURE ASSOCIATES VII, L.P. STREET 2: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Partners VII (Co-Investors), L.P. CENTRAL INDEX KEY: 0001519801 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40956 FILM NUMBER: 211372685 BUSINESS ADDRESS: STREET 1: INSIGHT VENTURE ASSOCIATES VII, L.P., STREET 2: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 2122309200 MAIL ADDRESS: STREET 1: INSIGHT VENTURE ASSOCIATES VII, L.P., STREET 2: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Associates VII, L.P. CENTRAL INDEX KEY: 0001545168 STATE OF INCORPORATION: DE FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40956 FILM NUMBER: 211372684 BUSINESS ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212 230 9200 MAIL ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Associates VII, Ltd. CENTRAL INDEX KEY: 0001545169 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40956 FILM NUMBER: 211372683 BUSINESS ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212 230 9200 MAIL ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Partners (Delaware) VII, L.P. CENTRAL INDEX KEY: 0001545170 STATE OF INCORPORATION: DE FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40956 FILM NUMBER: 211372686 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212 230 9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 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 4 1 doc1.xml FORM 4 X0306 4 2021-11-02 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 0001508855 Insight Venture Partners (Cayman) VII, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001545170 Insight Venture Partners (Delaware) VII, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001519801 Insight Venture Partners VII (Co-Investors), L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001545168 Insight Venture Associates VII, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001545169 Insight Venture Associates VII, Ltd. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 Common Stock 2021-11-02 4 C 0 439224 A 3364002 I See footnote Common Stock 2021-11-02 4 C 0 63110 A 483355 I See footnote Common Stock 2021-11-02 4 C 0 23093 A 176869 I See footnote Common Stock 2021-11-02 4 C 0 5914814 A 9278816 I See footnote Common Stock 2021-11-02 4 C 0 849866 A 1333221 I See footnote Common Stock 2021-11-02 4 C 0 310985 A 487854 I See footnote Common Stock 2021-11-02 4 C 0 1339998 A 10618814 I See footnote Common Stock 2021-11-02 4 C 0 192536 A 1525757 I See footnote Common Stock 2021-11-02 4 C 0 70454 A 558308 I See footnote Common Stock 2021-11-02 4 C 0 1159445 A 11778259 I See footnote Common Stock 2021-11-02 4 C 0 166594 A 1692351 I See footnote Common Stock 2021-11-02 4 C 0 60961 A 619269 I See footnote Series A-1 Convertible Preferred Stock 2021-11-02 4 C 0 439224 D Common Stock 439224 0 I See footnote Series A-1 Convertible Preferred Stock 2021-11-02 4 C 0 63110 D Common Stock 63110 0 I See footnote Series A-1 Convertible Preferred Stock 2021-11-02 4 C 0 23093 D Common Stock 23093 0 I See footnote Series B Convertible Preferred Stock 2021-11-02 4 C 0 5914814 D Common Stock 5914814 0 I See footnote Series B Convertible Preferred Stock 2021-11-02 4 C 0 849866 D Common Stock 849866 0 I See footnote Series B Convertible Preferred Stock 2021-11-02 4 C 0 310985 D Common Stock 310985 0 I See footnote Series C Convertible Preferred Stock 2021-11-02 4 C 0 1339998 D Common Stock 1339998 0 I See footnote Series C Convertible Preferred Stock 2021-11-02 4 C 0 192536 D Common Stock 192536 0 I See footnote Series C Convertible Preferred Stock 2021-11-02 4 C 0 70454 D Common Stock 70454 0 I See footnote Series D Convertible Preferred Stock 2021-11-02 4 C 0 1159445 D Common Stock 1159445 0 I See footnote Series D Convertible Preferred Stock 2021-11-02 4 C 0 166594 D Common Stock 166594 0 I See footnote Series D Convertible Preferred Stock 2021-11-02 4 C 0 60961 D Common Stock 60961 0 I See footnote See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 This Form 4 is the first of two Forms 4 filed relating to the same event. The Form 4 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 4 to a maximum of 10 reporting persons. Each Form 4 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 Andrew Prodromos, its Authorized Signatory; /s/ Andrew Prodromos 2021-11-02 EX-99.1 2 i47123934a.htm EXPLANATION OF RESPONSES

EXPLANATION OF RESPONSES

(1)

Upon the conversion of the shares of the Series A-1 Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock described herein, the Insight Funds (defined below) collectively hold 42,032,260 shares of Common Stock (collectively, “Shares” and each, a “Share”) of Udemy, Inc. (the “Issuer”). Grace Software Cross Fund Holdings, LLC (“Grace”) holds 1,088,764 Shares, Insight Venture Partners (Cayman) VII, L.P. (“Cayman VII”) holds 11,778,259 Shares, Insight Venture Partners (Delaware) VII, L.P. (“Delaware VII”) holds 1,692,351 Shares, Insight Venture Partners VII (Co-Investors), L.P. (“Co-Investors VII”) holds 619,269 Shares, Insight Venture Partners VII, L.P. (“IVP VII”) holds 26,755,331 Shares and Insight Partners Public Equities Master Fund, L.P. (“IPPE Master Fund”, and together with Grace, Cayman VII, Delaware VII, Co-Investors VII and IVP VII, the “Insight Funds”) holds 98,286 Shares.

(2)

Each share of Series A-1 Convertible Preferred Stock is automatically convertible into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer’s initial public offering of Common Stock, has no expiration date and converted into Common Stock upon the closing of the Issuer’s initial public offering, which occurred on November 2, 2021.

(3)

Each share of Series B Convertible Preferred Stock is automatically convertible into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer’s initial public offering of Common Stock, has no expiration date and converted into Common Stock upon the closing of the Issuer’s initial public offering, which occurred on November 2, 2021.

(4)

Each share of Series C Convertible Preferred Stock is automatically convertible into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer’s initial public offering of Common Stock, has no expiration date and converted into Common Stock upon the closing of the Issuer’s initial public offering, which occurred on November 2, 2021.

(5)

Each share of Series D Convertible Preferred Stock is automatically convertible into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer’s initial public offering of Common Stock, has no expiration date and converted into Common Stock upon the closing of the Issuer’s initial public offering, which occurred on November 2, 2021.

(6)	Held directly by Insight Venture Partners (Cayman) VII, L.P.

(7)	Held directly by Insight Venture Partners (Delaware) VII, L.P.

(8)	Held directly by Insight Venture Partners VII (Co-Investors), L.P.

EX-99.2 3 i47123934b.htm JOINT FILERS' SIGNATURE

JOINT FILERS’ SIGNATURES

INSIGHT HOLDINGS GROUP, LLC


By:	/s/Andrew Prodromos	Date: 11/02/2021
Name:	Andrew Prodromos
Title:	Attorney-in-Fact


INSIGHT VENTURE ASSOCIATES VII, LTD.


By:	/s/Andrew Prodromos	Date: 11/02/2021
Name:	Andrew Prodromos
Title:	Authorized Officer


INSIGHT VENTURE ASSOCIATES VII, L.P.
By: Insight Venture Associates VII, Ltd., its general partner


By:	/s/Andrew Prodromos	Date: 11/02/2021
Name:	Andrew Prodromos
Title:	Authorized Officer


INSIGHT VENTURE PARTNERS (CAYMAN) VII, L.P.
By: Insight Venture Associates VII, L.P., its general partner
By: Insight Venture Associates VII, Ltd., its general partner

By:	/s/Andrew Prodromos	Date: 11/02/2021
Name:	Andrew Prodromos
Title:	Authorized Officer


INSIGHT VENTURE PARTNERS (DELAWARE) VII, L.P.
By: Insight Venture Associates VII, L.P., its general partner
By: Insight Venture Associates VII, Ltd., its general partner


By:	/s/Andrew Prodromos	Date: 11/02/2021
Name:	Andrew Prodromos
Title:	Authorized Officer


INSIGHT VENTURE PARTNERS VII (CO-INVESTORS), L.P.
By: Insight Venture Associates VII, L.P., its general partner
By: Insight Venture Associates VII, Ltd., its general partner


By:	/s/Andrew Prodromos	Date: 11/02/2021
Name:	Andrew Prodromos
Title:	Authorized Officer

EX-99.3 4 i47123934c.htm JOINT FILER INFORMATION

JOINT FILER INFORMATION

1,088,764 shares of common stock of the Issuer (the “Shares”) are held of record by Grace Software Cross Fund Holdings, LLC (“Grace”), 11,778,259 Shares are held of record by Insight Venture Partners (Cayman) VII, L.P. (“Cayman VII”), 1,692,351 Shares are held of record by Insight Venture Partners (Delaware) VII, L.P. (“Delaware VII”), 619,269 Shares are held of record by Insight Venture Partners VII (Co-Investors), L.P. (“Co-Investors VII”), 26,755,331 Shares 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 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, 36^th Floor, New York, New York 10036.