Sec Form 4 Filing - ROSENSWEIG DANIEL @ CHEGG, INC - 2019-06-20

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
ROSENSWEIG DANIEL
2. Issuer Name and Ticker or Trading Symbol
CHEGG, INC [ CHGG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
PRESIDENT, CEO & CO-CHAIRMAN
(Last) (First) (Middle)
C/O CHEGG, INC, 3990 FREEDOM CIR
3. Date of Earliest Transaction (MM/DD/YY)
06/20/2019
(Street)
SANTA CLARA, CA95054
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 06/20/2019 M( 1 ) 100,000 A $ 12.5 2,322,754 D
Common Stock 06/20/2019 S( 1 ) 100,000 D $ 39.85 ( 2 ) 2,222,754 D
Common Stock 06/20/2019 M( 1 ) 50,000 A $ 12.5 2,272,754 D
Common Stock 06/20/2019 S( 1 ) 50,000 D $ 39.85 ( 3 ) 2,222,754 D
Common Stock 06/20/2019 M( 4 ) 10,000 A $ 7.875 10,000 I See footnote. ( 5 )
Common Stock 06/20/2019 S( 4 ) 10,000 D $ 39.97 ( 6 ) 0 I See footnote. ( 5 )
Common Stock 06/20/2019 M( 4 ) 5,000 A $ 7.875 5,000 I See footnote. ( 5 )
Common Stock 06/20/2019 S( 4 ) 5,000 D $ 40.05 ( 7 ) 0 I See footnote. ( 5 )
Common Stock 69,346 I See footnote ( 8 )
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) $ 12.5 06/20/2019 M( 1 ) 100,000 ( 9 ) 11/11/2023 Common Stock 100,000 $ 0 431,073 D
Employee Stock Option (right to buy) $ 12.5 06/20/2019 M( 1 ) 50,000 ( 10 ) 11/11/2023 Common Stock 50,000 $ 0 381,073 D
Non-qualified Stock Option (right to buy) $ 7.875 06/20/2019 M( 4 ) 10,000 ( 9 ) 02/03/2020 Common Stock 10,000 $ 0 13,251 I See footnote ( 5 )
Non-qualified Stock Option (right to buy) $ 7.875 06/20/2019 M( 4 ) 5,000 ( 9 ) 02/03/2020 Common Stock 5,000 $ 0 8,251 I See footnote ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ROSENSWEIG DANIEL
C/O CHEGG, INC
3990 FREEDOM CIR
SANTA CLARA, CA95054
X PRESIDENT, CEO & CO-CHAIRMAN
Signatures
/s/ Daniel Rosensweig by Dave Borders, Attorney-in-Fact 06/21/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The exercise of options and sale of the resultant shares reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 14, 2019.
( 2 )This transaction was executed in multiple trades at prices ranging from $39.41 to $40.64; the price reported above reflects the weighted average sale price. The reporting person will provide to the Commission, the issuer and any stockholder, upon request, full information regarding the number of shares and prices at which the transactions were effected.
( 3 )This transaction was executed in multiple trades at prices ranging from $39.43 to $40.60; the price reported above reflects the weighted average sale price. The reporting person will provide to the Commission, the issuer and any stockholder, upon request, full information regarding the number of shares and prices at which the transactions were effected.
( 4 )The exercise of options and sale of the resultant shares reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Daniel Lee Rosensweig and Linda Rosensweig, Co-Trustees of The Rosensweig 2012 Irrevocable Children's Trust u/a/d 11/6/2012 on February 14, 2019.
( 5 )Held by Daniel L and Linda Rosensweig, Co-Trustees of The Rosensweig 2012 Irrevoca ble Children's Trust u/a/d 11/6/2012. The Reporting Person is a Co-Trustee.
( 6 )This transaction was executed in multiple trades at prices ranging from $39.43 to $40.61; the price reported above reflects the weighted average sale price. The reporting person will provide to the Commission, the issuer and any stockholder, upon request, full information regarding the number of shares and prices at which the transactions were effected.
( 7 )This transaction was executed in multiple trades at prices ranging from $39.70 to $40.61; the price reported above reflects the weighted average sale price. The reporting person will provide to the Commission, the issuer and any stockholder, upon request, full information regarding the number of shares and prices at which the transactions were effected.
( 8 )Held by Daniel L and Linda Rosensweig, Co-Trustees of the Rosensweig Family Revocable Trust U/A/D 03-12-07. The Reporting Person is a Co-Trustee.
( 9 )The stock option grant is fully vested.
( 10 )The stock option will vest as to 33% of the total number of shares on November 12, 2014, and thereafter shall vest as to 1/24 of the remaining shares in equal monthly installments, until such time as the option is 100%, vested subject to the continuing employment of the Reporting Person on each vesting date.

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