Sec Form 4 Filing - Norwest Venture Partners XII, LP @ Udemy, Inc. - 2021-11-02

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Norwest Venture Partners XII, LP 2. Issuer Name and Ticker or Trading Symbol Udemy, Inc. [ UDMY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 525 UNIVERSITY AVENUE, #800 3. Date of Earliest Transaction (MM/DD/YY) 11/02/2021 (Street) PALO ALTO, CA94301 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 11/02/2021 C 11,552,940 A 12,458,934 I See footnote ( 3 )

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 C Convertible Preferred Stock ( 1 ) 11/02/2021 C 10,134,082 ( 1 ) ( 1 ) Common Stock 10,134,082 ( 1 ) 0 I See footnote ( 3 ) Series D Convertible Preferred Stock ( 2 ) 11/02/2021 C 1,418,858 ( 2 ) ( 2 ) Common Stock 1,418,858 ( 2 ) 0 I See footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Norwest Venture Partners XII, LP 525 UNIVERSITY AVENUE, #800 PALO ALTO, CA94301 X NVP Associates, LLC 525 UNIVERSITY AVENUE, #800 PALO ALTO, CA94301 X Kossow Jon Erik 525 UNIVERSITY AVENUE, #800 PALO ALTO, CA94301 X HAQUE PROMOD 525 UNIVERSITY AVENUE, #800 PALO ALTO, CA94301 X Crowe Jeffrey 525 UNIVERSITY AVENUE, #800 PALO ALTO, CA94301 X Signatures /s/ Ken Hirschman, by power of attorney for Norwest Venture Partners XII, LP 11/02/2021 Signature of Reporting Person Date /s/ Ken Hirschman, by power of attorney for NVP Associates, LLC 11/02/2021 Signature of Reporting Person Date /s/ Ken Hirschman, by power of attorney for Jon Kossow 11/02/2021 Signature of Reporting Person Date /s/ Ken Hirschman, by power of attorney for Promod Haque 11/02/2021 Signature of Reporting Person Date /s/ Ken Hirschman, by power of attorney for Jeffrey Crowe 11/02/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Series C Convertible Preferred Stock automatically converted into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date. ( 2 )Each share of Series D Convertible Preferred Stock automatically converted into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date. ( 3 )The shares are held of record by Norwest Venture Partners XII, LP. Genesis VC Partners XII, LLC is the general partner of Norwest Venture Partners XII, LP, and NVP Associates, LLC is the managing member of Genesis VC Partners XII, LLC. Each of Promod Haque, Jeffrey Crowe, and Jon Kossow, who are co-chief executive officers of NVP Associates, LLC, may be deemed to share voting and dispositive power over the shares held by Norwest Venture Partners XII, LP. Each of the reporting entities and individuals disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

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.