| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | COUR | Common Stock | Other | $0 | -3.16M | -16.98% | $0.00 | 15.5M | May 11, 2021 | See Footnotes | F1, F2, F3, F4, F5, F6 |
| Id | Content |
|---|---|
| F1 | On May 11, 2021, the Reporting Persons made the following distributions-in-kind, without consideration, to their respective general partners and limited partners: (i) G Squared Coursera LLC ("GSC") distributed 833,333 shares of Common Stock of the Issuer (the "Common Stock"), (ii) G Squared Coursera II LLC ("GSC II") distributed 166,665 shares of Common Stock, (iii) G Squared Coursera III LLC ("GSC III") distributed 33,333 shares of Common Stock, (iv) G Squared Coursera IV LLC ("GSC IV") distributed 57,675 shares of Common Stock, (v) G Squared Opportunities Fund I LLC ("GSOF I") distributed 168,056 shares of Common Stock, (vi) G Squared Opportunities Fund I, Series C-7 ("GSOF 7") distributed 390,583 shares of Common Stock, (vii) G Squared Special Situations Fund LLC ("GSSS") distributed 88,677 shares of Common Stock, (viii) G Squared Opportunities Fund II LLC ("GSOF II") distributed 1,186 shares of Common Stock, (ix) G Squared Opportunities Fund IV LLC ("GSOF IV") |
| F2 | (Continued from footnote 1) distributed 892,818 shares of Common Stock and (x) Venture-GSquared Investments LP Fund ("VGI") distributed 532,626 shares of Common Stock. The foregoing distributions were made in accordance with the exemption under Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). |
| F3 | Following the reported transactions, the shares held by the Reporting Persons are as follows: (i) 3,628,987 shares held of record by G Squared Opportunities ICAV ("GS ICAV"), (ii) 2,678,456 shares of held of record by GSOF IV, (iii) 1,597,880 shares held of record by VGI, (iv) 829,899 shares held of record by G Squared IV, LP ("GS IV"), (v) 926,990 shares held of record by G Squared IV, SCSp ("GS SCS"), (vi) 173,027 shares held of record by GSC IV, (vii) 513,342 shares held of record by G Squared V LP ("GS V"), (viii) 136,658 shares held of record by G Squared Opportunities Fund V LLC ("GSOF V"), (ix) 205,647 shares held of record by GSSS, (x) 504,168 shares held of record by GSOF I, (xi) 3,558 shares held of record by G Squared Opportunities Fund II LLC ("GSOF II"), (xii) 2,500,000 shares held of record by GSC, (xiii) 1,171,752 shares held of record by GSOF 7, (xiv) 499,998 shares held of record by GSC II and (xv) 100,000 shares held of record by GSC III. |
| F4 | G Squared Equity Management LP ("GSEM") is the sole general partner of G Squared Equity GP V, LLC ("GP V"), which is the sole general partner of GS V. GSEM is the sole general partner of G Squared Equity GP IV ("GP IV"), which is the sole general partner of GS IV. GSEM is the sole general partner of G Squared Equity GP S.a.r.l. ("GP SARL"), which is the sole general partner of GS SCS. GSEM is the sole managing partner and investment adviser to each of GSC IV, GSOF IV, GSOF V, GS ICAV, GSSS, and VGI (together with GS V, GS IV and GS SCS, the "GSEM Funds"). Larry Aschebrook ("Aschebrook") is the Managing Partner of GSEM, and has sole voting and dispositive control over the shares held of record by the GSEM Funds. |
| F5 | G Squared Equity LLC ("GSE") is the sole manager and investment adviser to each of GSC, GSC II, GSC III, GSOF I, GSOF II and GSOF 7 (the "GSE Funds"). Aschebrook is the Managing Partner of GSE, and has sole voting and dispositive control over the shares held of record by the GSE Funds. |
| F6 | Each of GSEM, GSE, GP V, GP IV, GP SARL and Aschebrook disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
This Form 4 is the second of two Forms 4 being filed relating to the same event. The Form 4 is being split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. Each Form 4 will be filed by Designated Filer G Squared Equity Management LP.