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^*

Hirschman Kenneth

(Last)

(First)

(Middle)

C/O UDEMY, INC.

600 HARRISON STREET, 3RD FLOOR

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/06/2023

3. Issuer Name and Ticker or Trading Symbol
Udemy, Inc. [ UDMY ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Operations and GC

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	185,095⁽¹⁾	D

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)	⁽²⁾	07/30/2028	Common Stock	197,500	$3.06	D
Employee Stock Option (right to buy)	⁽³⁾	05/07/2029	Common Stock	54,027	$3.12	D

Explanation of Responses:

1. Includes 150,718 unvested restricted stock units granted pursuant to the Issuer's 2021 Equity Incentive Plan: (i) 63,218 RSUs granted on November 15, 2021; 1/11th of the RSUs will vest on February 15, 2023 and on each quarterly anniversary thereafter, (ii) 65,625 RSUs granted on May 15, 2022; 1/14th of the RSUs will vest on February 15, 2023 and on each quarterly anniversary thereafter, (iii) 21,875 RSUs granted on August 6, 2022; 1/7th of the RSUs will vest on February 15, 2023 and on each quarterly anniversary thereafter. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon settlement.

2. 147,500 shares underlying this option were fully vested on July 16, 2022. 50,000 shares underlying this option started vesting in 48 equal monthly installments beginning on December 3, 2021.

3. The shares underlying this option started vesting in 48 equal monthly installments beginning on March 1, 2019.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Sarah Tian, Attorney-in-Fact	01/13/2023
	** 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.