Sec Form 4 Filing - TOMASELLO ROBIN @ CHEGG, INC - 2021-03-01

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 TOMASELLO ROBIN 2. Issuer Name and Ticker or Trading Symbol CHEGG, INC [ CHGG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP, CORPORATE CONTROLLER (Last) (First) (Middle) C/O CHEGG, INC, 3990 FREEDOM CIR 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2021 (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 03/01/2021 A 10,095 ( 1 ) A $ 0 65,039 D Common Stock 03/01/2021 F 6,352 ( 2 ) D $ 99.05 58,687 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 (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 Performance Stock Units $ 0 03/01/2021 A( 3 ) 0 ( 4 ) 03/01/2025 Common Stock 14,587 ( 5 ) $ 0 14,587 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TOMASELLO ROBIN C/O CHEGG, INC 3990 FREEDOM CIR SANTA CLARA, CA95054 VP, CORPORATE CONTROLLER Signatures /s/ Woodie H. Dixon, Jr., Attorney-in-Fact 03/03/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The restricted stock unit award shall vest over a three-year period with 1/3 of the shares subject to the award vesting on the first anniversary of the award date, and the remaining shares vesting in equal quarterly installments thereafter for 24 months, subject to the employee's continuous service on each of the specified vest dates and to the terms and conditions in the Restricted Stock Unit Agreement. ( 2 )The reported shares were withheld to cover the Reporting Person's tax liability in connection with the vesting of RSUs. ( 3 )The PSU award are earned and become vested based upon both (i) attainment of the Absolute TSR Performance Metric and (ii) completion of the service-based vesting dates. The share price will be measured using a 60-day trailing average, with performance assessed quarterly. Once a performance target is met, the shares will become earned and will vest at 50% on the 3rd and 4th anniversary of the award date. ( 4 )The PSUs shall be earned and become vested based upon both (i) attainment of the TSR Performance Metric and (ii) continued service of the Reporting Person through each vesting date, with 50% of the PSUsto vest on March 8, 2024 and 50% to vest on March 1, 2025. ( 5 )Shares represent 150% of the PSUs awarded, the maximum rate of undetermined achievement.

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).

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