Sec Form 3 Filing - Maggioncalda Jeffrey Nacey @ Coursera, Inc. - 2021-03-30

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Maggioncalda Jeffrey Nacey
2. Issuer Name and Ticker or Trading Symbol
Coursera, Inc. [ COUR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
381 E. EVELYN AVE.
3. Date of Earliest Transaction (MM/DD/YY)
03/30/2021
(Street)
MOUNTAIN VIEW, CA94041
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 333,000 ( 1 ) D
Common Stock 10,000 ( 2 ) I Shares owned by daughter
Common Stock 10,000 ( 2 ) I Shares owned by sister-in-law
Common Stock 10,000 ( 2 ) I Shares owned by brother
Common Stock 10,000 ( 2 ) I Shares owned by daughter
Common Stock 10,000 ( 2 ) I Shares owned by sister-in-law
Common Stock 10,000 ( 2 ) I Shares owned by brother-in-law
Common Stock 10,000 ( 2 ) I Shares owned by daughter
Common Stock 10,000 ( 2 ) I Shares owned by brother
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 2.56 ( 3 ) 07/13/2027 Common Stock 4,155,875 D
Employee Stock Option (right to buy) $ 15.17 ( 4 ) 11/18/2030 Common Stock 700,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Maggioncalda Jeffrey Nacey
381 E. EVELYN AVE.
MOUNTAIN VIEW, CA94041
X See Remarks
Signatures
By: /s/ Jeffrey N. Maggioncalda 03/30/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares issuable upon the settlement of a restricted stock unit award that vests over four years, with 25% of the award vesting on May 15, 2022, and 75% of the award vesting in equal quarterly installments thereafter, subject to the reporting person's continued service with the Issuer through the applicable vesting dates.
( 2 )The reporting person disclaims beneficial ownership of these securities, and this report should not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
( 3 )Represents an initial option to purchase 5,552,808 shares of common stock, with 25% of the total number of shares subject to the option vesting on June 12, 2018, and 75% of the shares subject to the option vesting in 36 equal monthly installments thereafter, subject to the reporting person's continued service with the Issuer through the applicable vesting dates.
( 4 )Option vests over four years, with 25% of shares subject to the option vesting on May 15, 2022, and 75% of the shares subject to the option vesting in 36 equal monthly installments thereafter, subject to the reporting person's continued service with the Issuer through the applicable vesting dates.

Remarks:
President and Chief Executive OfficerExhibit List: Exhibit 24 - Power of Attorney

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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