S-8

As filed with the Securities and Exchange Commission on March 6, 2015

Registration No. 333-         

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT 1933

______________________

CHEGG, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	20-3237489
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

3990 Freedom Circle

Santa Clara, CA 95054

(Address of Principal Executive Offices) (Zip Code)

2013 Equity Incentive Plan

2013 Employee Stock Purchase Plan

(Full Title of the Plans)

______________________

Dan Rosensweig

President, Chief Executive Officer and Chairman

Chegg, Inc.

3990 Freedom Circle

Santa Clara, CA 95054

(Name and Address of Agent for Service)

(408) 855-5700

(Telephone Number, Including Area Code, of Agent for Service)

	Copies to:
David A. Bell, Esq. Shulamite Shen White, Esq. Fenwick & West LLP Silicon Valley Center 801 California Street Mountain View, California 94041 (650) 988-8500		Robert Chesnut, Esq. Dave Borders Jr., Esq. Chegg, Inc. 3990 Freedom Circle Santa Clara, CA 95054 (408) 855-5700

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act(Check one):

Large accelerated filer o	Accelerated filer ý
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

Title of Securities To Be Registered	Amount To Be Registered (1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, par value $0.001 per share, reserved for issuance pursuant to:
- the 2013 Equity Incentive Plan	4,200,402 (2)(4)	$8.09 (5)	$	33,981,252.18	$	3,948.62
- the 2013 Employee Stock Purchase Plan	840,080 (3)(4)	$6.88 (6)	$	5,779,750.40	$	671.61
TOTAL	5,040,482	N/A	$	39,761,002.58	$	4,620.23

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s common stock.

(2) Represents an automatic increase to the number of shares available for issuance under the 2013 Equity Incentive Plan (the “2013 Plan”) equal to 5% of the Registrant’s total outstanding shares as of December 31, 2014. The increase was effective as of January 1, 2015.

(3) Represents an automatic increase to the number of shares available for issuance under the 2013 Employee Stock Purchase Plan (the “2013 ESPP”) equal to 1% of the Registrant’s total outstanding shares as of December 31, 2014. The increase was effective as of January 1, 2015.

(4) Shares available for issuance under the 2013 Plan and 2013 ESPP were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2013 (Registration No. 333-192332) and March 6, 2014 (Registration No. 333-194365).

(5) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act on the basis of the average of the high and low prices of the Registrant's common stock as reported on the New York Stock Exchange on March 2, 2015.

(6) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act on the basis of the average of the high and low prices of the Registrant's common stock as reported on the New York Stock Exchange March 2, 2015, multiplied by 85%, which is the percentage of the trading price per share applicable to purchasers under the 2013 ESPP.

REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, the Registrant is filing this Registration Statement with the SEC to register an additional 4,200,402 shares of common stock under the Registrant’s 2013 Equity Incentive Plan and an additional 840,080 shares of common stock under its 2013 Employee Stock Purchase Plan pursuant to the provisions of those plans providing for an automatic increase in the number of shares reserved for issuance under such plans. This registration statement on Form S-8 hereby incorporates by reference the contents of the Registrant’s earlier registration statements on Form S-8 filed with the SEC on November 14, 2013 (Registration No. 333-192332) and March 6, 2014 (Registration No. 333-194365), to the extent not superseded hereby.

PART II

Information Required in the Registration Statement

Item 8. Exhibits.

The exhibits listed on the Exhibit Index following the signature page of this Registration Statement are incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on this 6th day of March, 2015.

Chegg, Inc
By:	/s/ DAN ROSENSWEIG
	Dan Rosensweig
	President, Chief Executive Officer and Chairman

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Andrew Brown, Chief Financial Officer, Dan Rosensweig, President, Chief Executive Officer and Chairman, and Robert Chesnut, Senior Vice President and General Counsel, and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Name	Title	Date
/S/ DAN ROSENSWEIG	President, Chief Executive Officer and Chairman	March 6, 2015
Dan Rosensweig	(Principal Executive Officer)
/S/ ANDREW BROWN	Chief Financial Officer	March 6, 2015
Andrew Brown	(Principal Financial Officer)
/S/ ROBIN TOMASELLO	Vice President, Corporate Controller	March 6, 2015
Robin Tomasello	(Principal Accounting Officer)
	Director
Jeffrey Housenbold
/S/ BARRY MCCARTHY	Director	March 6, 2015
Barry McCarthy
/S/ MARNE LEVINE	Director	March 6, 2015
Marne Levine
/S/ RICHARD SARNOFF	Director	March 6, 2015
Richard Sarnoff
/S/ TED SCHLEIN	Director	March 6, 2015
Ted Schlein
	Director
John York

EXHIBIT INDEX

Exhibit		Incorporated by Reference				Filed
Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Herewith
5.1	Opinion of Fenwick & West LLP					X
23.1	Consent of Independent Registered Public Accounting Firm					X
23.2	Consent of Fenwick & West LLP (contained in Exhibit 5.1)					X
24.1	Power of Attorney (included on the signature page to this Registration Statement)					X
99.1	2013 Equity Incentive Plan	S-1/A	333-190616	10.04	October 25, 2013
99.2	2013 Employee Stock Purchase Plan	S-1	333-190616	10.05	August 14, 2013

EX-5.1

Exhibit 5.1

March 6, 2015

Chegg, Inc.

3990 Freedom Circle

Santa Clara, CA 95054

Gentlemen/Ladies:

At your request, we have examined the Registration Statement on Form S-8 (the "Registration Statement")to be filed by Chegg, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") on or about March 6, 2015 in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 5,040,482 shares (the "Shares") of the Company’s Common Stock, $0.001 par value per share (the "CommonStock"),subject to issuance by the Company upon the exercise or settlement of (a) options and restricted stock units granted or to be granted under the Company’s 2013 Equity Incentive Plan and (b) purchase rights granted or to be granted under the Company’s 2013 Employee Stock Purchase Plan. The plans referred to in clauses (a) and (b) in the preceding sentence are collectively referred to in this letter as the "Plans."

In rendering this opinion, we have examined such matters of fact as we have deemed necessary in order to render the opinions set forth herein, which included examination of the following documents described on Exhibit A attached hereto (which is incorporated in this letter by reference), and capitalized terms used but not defined in this letter have the meanings given to such terms on Exhibit A hereto.

In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the genuineness of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the lack of any undisclosed termination, modification, waiver or amendment to any document reviewed by us, the absences of any extrinsic agreements or other documents that might affect the interpretation or terms of documents we have reviewed and the due authorization, execution and delivery of all documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof.

As to matters of fact relevant to this opinion, we have relied solely upon our examination of the documents described in Exhibit A hereto and have assumed the current accuracy and completeness of the information obtained from such documents and the representations and warranties made by representatives of the Company to us, including but not limited to those set forth in the Opinion Certificate. We have made no independent investigation or other attempt to verify the accuracy of any of such information or to determine the existence or non-existence of any other factual matters.

We render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any jurisdiction other than the existing Delaware General Corporation Law. We express no opinion with respect to any other laws or with respect to the "blue sky" securities laws of any state.

With respect to our opinion expressed in paragraph (1) below as to the valid existence and good standing of the Company under the laws of the State of Delaware, we have relied solely upon the Certificate of Good Standing and representations made to us by the Company. In connection with our opinion expressed in paragraph (2) below, we have assumed that, at or prior to the time of the delivery of any Shares, the Registration Statement will have been declared effective under the Securities Act of 1933, as amended, the registration will apply to all the Shares and will not have been modified or rescinded and that there will not have occurred any change in law affecting the validity of the issuance of such Shares.

Based upon the foregoing, it is our opinion that:

(1)     The Company is a corporation validly existing, in good standing, under the laws of the State of Delaware; and

(2)     The 5,040,482 Shares of Common Stock that may be issued and sold by the Company upon the exercise or settlement of (a) options and restricted stock units granted or to be granted under the Company’s 2013 Equity Incentive Plan and (b) purchase rights granted or to be granted under the Company’s 2013 Employee Stock Purchase Plan, when issued, sold and delivered in accordance with the applicable Plan and applicable Plan Agreements to be entered into thereunder, and in the manner and for the consideration stated in the Registration Statement and the relevant Prospectus, will be validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the Prospectus constituting a part thereof and any amendments thereto.

This opinion is intended solely for use in connection with issuance and sale of the Shares subject to the Registration Statement and is not to be relied upon for any other purpose. In rendering the opinions set forth above, we are opining only as to the specific legal issues expressly set forth therein, and no opinion shall be inferred as to any other matter or matters.

This opinion is rendered on, and speaks only as of, the date of this letter and is based solely on our understanding of facts in existence as of such date and does not address any potential changes in facts of circumstances that may occur after the date of this opinion letter. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify any of the opinions expressed herein.

Very truly yours,
FENWICK & WEST LLP
By:	/s/ David A. Bell
	David A. Bell, a Partner

Attachment:

Exhibit A: List of Reviewed Documents

EXHIBIT A

to

Legal Opinion Regarding S-8 Registration Statement of Chegg, Inc.

Certain Reviewed Documents

(1) The Restated Certificate of Incorporation of Chegg, Inc., a Delaware corporation, (the "Company"), filed with and certified by the Delaware Secretary of State on November 18, 2013 (the "Restated Certificate");

(2) The Company’s Amended and Restated Bylaws, certified by the Company’s Secretary on November 18, 2013 (the "Bylaws");

(3) The Registration Statement, together with the exhibits filed as a part thereof or incorporated therein by reference;

(4) The Plans and related forms of Plan agreements for use thereunder which are filed and/or incorporated by reference as exhibits to the Registration Statement (the "Plan Agreements");

(5) The prospectuses prepared in connection with the Registration Statement (the "Prospectuses");

(6) The minutes of meetings and actions by written consent of the Company’s Board of Directors (the "Board") and the Company's stockholders ("Stockholders") at which, or pursuant to which the Board and/or the Stockholders approved (i) the Restated Certificate, (ii) the Bylaws (iii) the Plans, (iv) the reservation of Common Stock for sale and issuance pursuant to the Plans and (v) the filing of the Registration Statement;

(7) An Opinion Certificate addressed to us and dated of even date herewith executed by the Company containing certain factual representations (the "Opinion Certificate");

(8) The stock records that the Company has provided to us (consisting of a statement from the Company’s transfer agent, American Stock Transfer & Trust Company, LLC, verifying the number of the Company’s issued and outstanding shares of capital stock as of March 5, 2015 and a statement prepared by the Company in the Opinion Certificate as to the number of issued and outstanding options, restricted stock units, warrants and any other rights to purchase or otherwise acquire from the Company shares of the Company’s capital stock and any additional shares of capital stock reserved for future issuance by the Company in connection with the Company’s stock option and stock purchase plans and any and all other plans, agreements, rights or commitments of the Company or otherwise as of March 5, 2015); and

(9) A Certificate of Good Standing issued by the Delaware Secretary of State dated March 6, 2015 stating that the Company is in good standing under the laws of the State of Delaware ( the "Certificate of Good Standing")

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2013 Equity Incentive Plan and 2013 Employee Stock Purchase Plan of Chegg, Inc. of our report dated March 6, 2015, with respect to the consolidated financial statements and schedule of Chegg, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2014, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Jose, California

March 6, 2015