Andrew J. Brown - Mar 1, 2022 Form 4 Insider Report for CHEGG, INC (CHGG)

Signature
/s/ Woodie H. Dixon Jr., Attorney-in-Fact for Andrew J. Brown
Stock symbol
CHGG
Transactions as of
Mar 1, 2022
Transactions value $
-$371,191
Form type
4
Date filed
3/3/2022, 07:15 PM
Previous filing
Dec 3, 2021
Next filing
Mar 30, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CHGG Common Stock Award $0 +24.8K +23.7% $0.00 130K Mar 1, 2022 Direct F1
transaction CHGG Common Stock Tax liability -$165K -5.27K -4.07% $31.34 124K Mar 1, 2022 Direct F2
transaction CHGG Common Stock Tax liability -$206K -6.58K -5.29% $31.34 118K Mar 1, 2022 Direct F3
transaction CHGG Common Stock Gift $0 -21.6K -18.38% $0.00 96K Mar 1, 2022 Direct F4
holding CHGG Common Stock 83.5K Mar 1, 2022 By Andy and Pam Brown Family Trust F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents the number of shares of Common Stock subject to performance-based restricted stock units ("PSUs") granted to the Reporting Person in 2021 (the "2021 PSUs") that shall now be subject to time-based vesting following the Compensation Committee's determination of the achievement of certain performance measurements on February 28, 2022. The shares subject to the 2021 PSUs allocated to each performance metric shall vest as follows: 1/3 shall vest on March 1, 2022, and then the remaining 2/3rds shall vest in equal quarterly installments over the next 24 months, subject to the Reporting Person's continued service through each vesting date.
F2 Exempt transaction pursuant to Section 16b-3(e) payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were automatically withheld by the Issuer in accordance with the agreement governing the restricted stock units ("RSUs") to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of RSUs. The Reporting Person did not sell any of the shares reported on this Form 4 item; such shares were cancelled by the Issuer in accordance with the foregoing.
F3 Exempt transaction pursuant to Section 16b-3(e) payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were automatically withheld by the Issuer in accordance with the agreements governing the PSUs to satisfy federal and state tax withholding obligations of the Reporting Person resulting from the vesting and settlement of the PSUs. The Reporting Person did not sell any of the shares reported on this Form 4 item; such shares were cancelled by the Issuer in accordance with the foregoing.
F4 On March 1, 2022, the Reporting Person transferred 21,625 shares of Common Stock to the Andy and Pam Brown Family Trust where the Reporting Person is a Co-Trustee.
F5 The Reporting Person is a Co-Trustee.