Daniel Rosensweig - Mar 12, 2023 Form 4 Insider Report for CHEGG, INC (CHGG)

Signature
/s/ Woodie H. Dixon Jr., Attorney-in-Fact for Daniel Rosensweig
Stock symbol
CHGG
Transactions as of
Mar 12, 2023
Transactions value $
-$495,037
Form type
4
Date filed
3/14/2023, 08:01 PM
Previous filing
Mar 3, 2023
Next filing
Mar 29, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CHGG Common Stock Award $0 +60.7K +3.46% $0.00 1.81M Mar 12, 2023 Direct F1
transaction CHGG Common Stock Tax liability -$379K -23.9K -1.32% $15.89 1.79M Mar 12, 2023 Direct F2
transaction CHGG Common Stock Tax liability -$116K -7.29K -0.41% $15.89 1.78M Mar 12, 2023 Direct F3
holding CHGG Common Stock 25K Mar 12, 2023 See footnote. F4
holding CHGG Common Stock 24.8K Mar 12, 2023 See footnote. 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 2022 (the "2022 PSUs") that shall now be subject to time-based vesting following the Compensation Committee's review of the achievement of certain performance measurements on February 8, 2023. The shares subject to the 2022 PSUs allocated to each performance metric shall vest as follows: 1/3 vested on March 12, 2023, 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 Held by The Rosensweig Family Revocable Trust U/A/D 03-12-07 where the Reporting Person is a Co-Trustee.
F5 Held by The Rosensweig 2012 Irrevocable Children's Trust U/A/D 11-06-12 where the Reporting Person is a Co-Trustee.