Sec Form 3 Filing - DOERR L JOHN @ 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
DOERR L JOHN
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)
(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 6,695 ( 1 ) D
Common Stock 666,667 I By WindyHill LLC
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
Series A Preferred Stock $ 0 ( 2 ) ( 2 ) Common Stock 9,590,105 I See footnotes ( 3 ) ( 4 )
Series B Preferred Stock $ 0 ( 2 ) ( 2 ) Common Stock 203,961 I See footnotes ( 3 ) ( 5 )
Series C Preferred Stock $ 0 ( 2 ) ( 2 ) Common Stock 392,658 I See footnotes ( 3 ) ( 6 )
Series D Preferred Stock $ 0 ( 2 ) ( 2 ) Common Stock 66,667 I See footnotes ( 3 ) ( 7 )
Series F Preferred Stock $ 0 ( 2 ) ( 2 ) Common Stock 578,081 I See footnotes ( 3 ) ( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DOERR L JOHN
381 E. EVELYN AVE.
MOUNTAIN VIEW, CA94041
X
Signatures
By: /s/ L. John Doerr 03/30/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Issuable upon the settlement of a restricted stock unit award, which vests on the earlier of May 15, 2022 and the Issuer's 2022 annual stockholder meeting.
( 2 )The Issuer's Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, and Series F Preferred Stock shall automatically convert into Common Stock on a 1-for-1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.
( 3 )Includes of shares held for convenience in the name of "KPCB Holdings, Inc., as nominee" for the accounts of Kleiner Perkins Caufield & Byers XIV, LLC ("KPCB XIV") and KPCB XIV Founders Fund, LLC ("KPCB XIV FF"). The managing member of KPCB XIV and KPCB XIV FF is KPCB XIV Associates, LLC ("KPCB XIV Associates"). L. John Doerr, a managing member of KPCB XIV Associates, exercises shared voting and dispositive control over the shares held by KPCB XIV and KPCB XIV FF, and serves on the board of directors of the Issuer.
( 4 )Consists of 8,842,077 shares held of record by KPCB XIV and 748,028 shares held of record by KPCB XIV FF.
( 5 )Consists of 188,052 shares held of record by KPCB XIV and 15,909 shares held of record by KPCB XIV FF.
( 6 )Consists of 196,329 shares held of record by WindyHill LLC, 181,015 shares held of record by KPCB XIV, and 15,314 shares held of record by KPCB XIV FF.
( 7 )Consists of 61,467 shares held of record by KPCB XIV and 5,200 shares held of record by KPCB XIV FF.
( 8 )Consists of 532,991 shares held of record by KPCB XIV and 45,090 shares held of record by KPCB XIV FF.

Remarks:
L. John Doerr disclaims beneficial ownership of the securities in this statement except to the extent of his pecuniary interest therein. The filing of this statement shall not be deemed an admission that Mr. Doerr is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities covered by this statement.Exhibit List: Exhibit 24 - Power of Attorney

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