Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4 
   

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Ng Andrew Y. (Last) (First) (Middle) 381 E. EVELYN AVE. (Street) MOUNTAIN VIEW CA 94041 (City) (State) (Zip)	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 Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/21/2024
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	05/21/2024		M		3,981	A	$1.68	7,037,055	D
Common Stock	05/21/2024		S(1)		3,981	D	$8.5603(2)	7,033,074	D
Common Stock	05/22/2024		A		18,669(3)	A	$0	7,051,743	D
Common Stock	05/22/2024		S(1)		18,870	D	$8.1032(4)	7,032,873	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Stock Option (right to buy)	$1.68	05/21/2024		M			3,981	(5)	09/30/2024	Common Stock	3,981	$0	296,019	D

Explanation of Responses:

1. Transaction effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 24, 2023.

2. Represents a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $8.52 to $8.595, inclusive. The reporting person undertakes to provide upon request by the Securities and Exchange Commission, the issuer, or a securityholder of the issuer detailed information regarding the price and number of shares sold within the range indicated.

3. Represents restricted stock units (RSUs) automatically granted the day after the issuer's 2024 Annual Meeting of Stockholders. The RSUs will fully vest and convert into shares of the issuer's common stock on the earlier of May 22, 2025 and the issuer's 2025 annual meeting of stockholders, subject to continuous service with the issuer through the applicable vesting date.

4. Represents a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $8.005 to $8.25, inclusive. The reporting person undertakes to provide upon request by the Securities and Exchange Commission, the issuer, or a securityholder of the issuer detailed information regarding the price and number of shares sold within the range indicated.

5. Represents an initial option to purchase 1,420,000 shares of common stock, which vests in 48 substantially equal monthly installments on each monthly anniversary of April 21, 2014, subject to full-time employment, or 96 substantially equal monthly installments on each monthly anniversary of April 21, 2014, after transitioning to consultant or part-time employee status.

	/s/ Alan B. Cardenas, Attorney-in-Fact	05/23/2024
	** 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 4 (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.

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