SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Insight Holdings Group, LLC

(Last)

(First)

(Middle)

C/O INSIGHT PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/28/2021

3. Issuer Name and Ticker or Trading Symbol
Udemy, Inc. [ UDMY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,924,778	I	See footnote⁽¹⁾
Common Stock	420,245	I	See footnote⁽²⁾
Common Stock	153,776	I	See footnote⁽³⁾
Common Stock	6,643,886	I	See footnote⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	439,224	⁽⁵⁾	I	See footnote⁽¹⁾
Series A-1 Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	63,110	⁽⁵⁾	I	See footnote⁽²⁾
Series A-1 Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	23,093	⁽⁵⁾	I	See footnote⁽³⁾
Series A-1 Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	997,735	⁽⁵⁾	I	See footnote⁽⁴⁾
Series B Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	5,914,814	⁽⁶⁾	I	See footnote⁽¹⁾
Series B Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	849,866	⁽⁶⁾	I	See footnote⁽²⁾
Series B Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	310,985	⁽⁶⁾	I	See footnote⁽³⁾
Series B Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	13,436,008	⁽⁶⁾	I	See footnote⁽⁴⁾
Series C Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	1,339,998	⁽⁷⁾	I	See footnote⁽¹⁾
Series C Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	192,536	⁽⁷⁾	I	See footnote⁽²⁾
Series C Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	70,454	⁽⁷⁾	I	See footnote⁽³⁾
Series C Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	3,043,923	⁽⁷⁾	I	See footnote⁽⁴⁾
Series D Convertible Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	1,159,445	⁽⁸⁾	I	See footnote⁽¹⁾
Series D Convertible Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	166,594	⁽⁸⁾	I	See footnote⁽²⁾
Series D Convertible Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	60,961	⁽⁸⁾	I	See footnote⁽³⁾
Series D Convertible Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	2,633,779	⁽⁸⁾	I	See footnote⁽⁴⁾

1. Name and Address of Reporting Person^*

Insight Holdings Group, LLC

(Last)

(First)

(Middle)

C/O INSIGHT PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Insight Venture Partners (Cayman) VII, L.P.

(Last)

(First)

(Middle)

C/O INSIGHT PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Insight Venture Partners (Delaware) VII, L.P.

(Last)

(First)

(Middle)

C/O INSIGHT PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Insight Venture Partners VII (Co-Investors), L.P.

(Last)

(First)

(Middle)

C/O INSIGHT PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Insight Venture Partners VII, L.P.

(Last)

(First)

(Middle)

C/O INSIGHT PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Insight Venture Associates VII, L.P.

(Last)

(First)

(Middle)

C/O INSIGHT PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Insight Venture Associates VII, Ltd.

(Last)

(First)

(Middle)

C/O INSIGHT PARTNERS

1114 AVENUE OF THE AMERICAS, 36TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. See Exhibit 99.1

2. See Exhibit 99.1

3. See Exhibit 99.1

4. See Exhibit 99.1

5. See Exhibit 99.1

6. See Exhibit 99.1

7. See Exhibit 99.1

8. See Exhibit 99.1

Remarks:

This Form 3 is the first of two Forms 3 filed relating to the same event. The Form 3 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 reporting persons. Each Form 3 is filed by Designated Filer, Insight Holdings Group, LLC. Exhibit List ------------ Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Signatures Exhibit 99.3 - Joint Filer Information

	Insight Holdings Group, LLC; By /s/ Andrew Prodromos, Attorney-in-Fact	10/28/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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