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* ACE Ltd (Last) (First) (Middle) C/O INTERTRUST CORPORATE SERVICES (CAYMAN) LIMITED, 190 ELGIN AVENUE (Street) GEORGE TOWN, GRAND CAYMAN E9 KY1-9005 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/12/2013	3. Issuer Name and Ticker or Trading Symbol CHEGG, INC [ CHGG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series E Preferred Stock	(1)	(1)	Common Stock	7,614,986	(1)	D(2)

1. Name and Address of Reporting Person* ACE Ltd (Last) (First) (Middle) C/O INTERTRUST CORPORATE SERVICES (CAYMAN) LIMITED, 190 ELGIN AVENUE (Street) GEORGE TOWN, GRAND CAYMAN E9 KY1-9005 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ACE HOLDINGS MANAGEMENT Ltd (Last) (First) (Middle) 171 MAIN STREET (Street) ROAD TOWN, TORTOLA D8 VG1110 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Tzar Kai Richard Li (Last) (First) (Middle) C/O DAVIS & GILBERT LLP 1740 BROADWAY (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Each share of Preferred Stock will automatically convert into 1.37886 shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering of Common stock for no additional consideration, and has no expiration date.

2. The shares are directly held by Ace Ltd. The voting and dispositive control over the shares is held by Richard Li Tzar Kai, the sole stockholder of Ace Ltd. through Ace Holdings Management Ltd.

Remarks:

Ace Ltd. and Ace Holdings Management Ltd. and their respective directors and stockholders disclaim beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that any of them is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

	/s/ Ace Ltd. by Lim Beng Jin, Director	11/12/2013
	/s/ Ace Holdings Management Ltd. by Lim Beng Jin, Director	11/12/2013
	/s/ Richard Li Tzar Kai	11/12/2013
	** 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).
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