Sarah Blanchard - May 20, 2024 Form 4 Insider Report for Udemy, Inc. (UDMY)

Role: Chief Financial Officer
Signature: /s/ Daniel Horwood, Attorney-in-Fact
Stock symbol: UDMY
Transactions as of: May 20, 2024
Transactions value $: -$407,606
Form type: 4
Date filed: 5/22/2024, 06:19 PM
Previous filing: May 17, 2024
Next filing: Jun 17, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	UDMY	Common Stock	Award	$21.2K	+2.61K	+0.23%	$8.13	1.14M	May 20, 2024	Direct	F1
transaction	UDMY	Common Stock	Sale	-$429K	-45K	-3.94%	$9.53	1.1M	May 22, 2024	Direct	F2

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

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id	Content
F1	The acquisition of shares of the issuer's common stock pursuant to the Udemy, Inc. 2021 Employee Stock Purchase Plan (the ESPP), for the ESPP purchase period of November 20, 2023 through May 20, 2024. This transaction is also exempt pursuant to Rule 16b-3(c). In accordance with the ESPP, these shares were purchased based on 85% of the closing price of the Issuer's common stock on the offering period begin date of May 22, 2023.
F2	These transactions were executed in multiple trades at prices ranging from $9.44 to $9.80. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

Content

The acquisition of shares of the issuer's common stock pursuant to the Udemy, Inc. 2021 Employee Stock Purchase Plan (the ESPP), for the ESPP purchase period of November 20, 2023 through May 20, 2024. This transaction is also exempt pursuant to Rule 16b-3(c). In accordance with the ESPP, these shares were purchased based on 85% of the closing price of the Issuer's common stock on the offering period begin date of May 22, 2023.

These transactions were executed in multiple trades at prices ranging from $9.44 to $9.80. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.