Naspers Ltd - Nov 2, 2021 Form 4 Insider Report for Udemy, Inc. (UDMY)

Role
10%+ Owner
Signature
/s/ Nico Marais, Authorized Representative Naspers Limited
Stock symbol
UDMY
Transactions as of
Nov 2, 2021
Transactions value $
$0
Form type
4
Date filed
11/2/2021, 07:00 PM
Previous filing
Oct 28, 2021
Next filing
Apr 6, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction UDMY Common Stock Conversion of derivative security +12.7M +288.99% 17.1M Nov 2, 2021 See footnote F1, F2, F3, F4, F5, F6, F7

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
transaction UDMY Series A Convertible Preferred Stock Conversion of derivative security -4.87M -100% 0 Nov 2, 2021 Common Stock 4.87M See footnote F1, F6, F7
transaction UDMY Series A-1 Convertible Preferred Stock Conversion of derivative security -496K -100% 0 Nov 2, 2021 Common Stock 496K See footnote F2, F6, F7
transaction UDMY Series B Convertible Preferred Stock Conversion of derivative security -1.02M -100% 0 Nov 2, 2021 Common Stock 1.02M See footnote F3, F6, F7
transaction UDMY Series C Convertible Preferred Stock Conversion of derivative security -90.6K -100% 0 Nov 2, 2021 Common Stock 90.6K See footnote F4, F6, F7
transaction UDMY Series D Convertible Preferred Stock Conversion of derivative security -6.25M -100% 0 Nov 2, 2021 Common Stock 6.25M See footnote F5, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Series A 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.
F2 Each share of Series A-1 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.
F3 Each share of Series B 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.
F4 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.
F5 Each share of Series A 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.
F6 The shares are held of record by MIH Edtech Investments B.V., or Edtech. Edtech is a subsidiary of Prosus N.V., or Prosus, a publicly traded company whose shares are listed on the Euronext Amsterdam. A majority of the voting power of the outstanding ordinary shares of Prosus N.V. is held by Naspers Limited, a publicly traded company whose shares are listed on the Johannesburg Stock Exchange. As a result, the shares held by Edtech may be deemed to be beneficially owned by Prosus and Naspers Limited.
F7 Naspers Limited employs a differential voting structure involving two South African entities, Naspers Beleggings (RF) Beperk and Keeromstraat 30 Beleggings (RF) Beperk, the sole remit of which is to protect the continued independence of Naspers Limited. Each of Nasbel and Keerom disclaims beneficial ownership of all shares, except to the extent of their respective pecuniary interests therein, if any. Lawrence Illg, a director of the Issuer, serves as Chief Executive Officer, Food and EdTech, for Prosus, but has no voting or dispositive control over the shares held by Edtech.