Gregory Scott Brown - Sep 21, 2022 Form 4 Insider Report for Udemy, Inc. (UDMY)

Role: President, Udemy Business
Signature: /s/ Sarah Tian, Attorney-in-Fact
Stock symbol: UDMY
Transactions as of: Sep 21, 2022
Transactions value $: $0
Form type: 4
Date filed: 10/5/2022, 06:01 PM
Previous filing: Aug 18, 2022
Next filing: Dec 16, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	UDMY	Common Stock	Award		+175K	+14.35%		1.39M	Sep 21, 2022	Direct	F1, F2

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	Employee Stock Option (right to buy)	Disposed to Issuer		+175K			0	Sep 21, 2022	Common Stock	175K	$11.13	Direct	F2, F3

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

Explanation of Responses:

Id	Content
F1	Represents restricted stock units ("RSUs") granted pursuant to the Issuer's 2021 Equity Incentive Plan. 100% of the RSUs will vest on November 15, 2022.
F2	On September 21, 2022, pursuant to an option cancellation agreement between the Issuer and the reporting person, the Issuer canceled the reporting person's performance-based stock option and, in exchange, issued to the reporting person RSUs covering an equal number of shares of the Issuer's common stock.
F3	The shares underlying this option vest upon the achievement of certain performance-based conditions as follows: (i) 50% of the shares vest when the Issuer achieves $230 million in annual recurring revenue ("ARR") in enterprise revenue and (ii) 50% of the shares vest when the Issuer achieves $330 million in ARR in enterprise revenue.