Sec Form 4 Filing - Brown Gregory Scott @ Udemy, Inc. - 2022-08-06

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 Brown Gregory Scott 2. Issuer Name and Ticker or Trading Symbol Udemy, Inc. [ UDMY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, Udemy Business (Last) (First) (Middle) C/O UDEMY, INC., 600 HARRISON STREET, 3RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/06/2022 (Street) SAN FRANCISCO, CA94107 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 08/06/2022 A 175,000( 1 ) A 473,293 D Common Stock 08/06/2022 A 750,000( 3 ) A 1,223,293 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 Employee Stock Option (right to buy) $ 11.13 08/06/2022 D 925,000 ( 4 )( 5 ) 11/22/2030 Common Stock 925,000 ( 2 ) 175,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Brown Gregory Scott C/O UDEMY, INC. 600 HARRISON STREET, 3RD FLOOR SAN FRANCISCO, CA94107 President, Udemy Business Signatures /s/ Sarah Tian, Attorney-in-Fact 08/09/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents restricted stock units ("RSUs") granted pursuant to the Issuer's 2021 Equity Incentive Plan. The RSUs will vest in full on Nov 15, 2022. ( 2 )On August 6, 2022, pursuant to the issuer's equity exchange program (announced July 11, 2022), the issuer canceled an option for 925,000 shares of the issuer's common stock granted to the reporting person on November 23, 2020. Pursuant to the equity exchange program, the reporting person received restricted stock units covering 100,000 shares of the issuer's common stock. ( 3 )Represents restricted stock units ("RSUs") granted pursuant to the Issuer's 2021 Equity Incentive Plan. 390,625 of the RSUs will vest on Nov 15, 2022; 46,875 RSUs will vest each quarter in 2023 and 57,292 will vest each quarter in 2024. ( 4 )750,000 shares underlying this option vest as follows: one-fourth of the shares will vest on November 2, 2021 and the remaining shares will vest monthly in equal installments thereafter. ( 5 )175,000 shares underlying this option vested in full on February 3, 2022 upon the achievement of the applicable performance conditions.

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).

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