Norwest Venture Partners XII, LP - Oct 28, 2021 Form 3 Insider Report for Udemy, Inc. (UDMY)

Role: 10%+ Owner
Signature: /s/ Ken Hirschman, by power of attorney for Norwest Venture Partners XII, LP
Stock symbol: UDMY
Transactions as of: Oct 28, 2021
Transactions value $: $0
Form type: 3
Date filed: 10/28/2021, 07:00 PM
Next filing: Nov 2, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	UDMY	Common Stock						906K	Oct 28, 2021	See footnote	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	UDMY	Series C Convertible Preferred Stock							Oct 28, 2021	Common Stock	10.1M		See footnote	F1, F2
holding	UDMY	Series D Convertible Preferred Stock							Oct 28, 2021	Common Stock	1.42M		See footnote	F1, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	Each share of Series C Convertible Preferred Stock shall automatically convert 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 has no expiration date.
F3	Each share of Series D Convertible Preferred Stock shall automatically convert 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 has no expiration date.