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^*

DOERR L JOHN

(Last)

(First)

(Middle)

381 E. EVELYN AVE.

(Street)

MOUNTAIN VIEW

94041

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/30/2021

3. Issuer Name and Ticker or Trading Symbol
Coursera, Inc. [ COUR ]

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

X	Director	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)

X	Form filed by One Reporting Person
	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	6,695⁽¹⁾	D
Common Stock	666,667	I	By WindyHill LLC

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 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	9,590,105	$0.00	I	See footnotes⁽³⁾⁽⁴⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	203,961	$0.00	I	See footnotes⁽³⁾⁽⁵⁾
Series C Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	392,658	$0.00	I	See footnotes⁽³⁾⁽⁶⁾
Series D Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	66,667	$0.00	I	See footnotes⁽³⁾⁽⁷⁾
Series F Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	578,081	$0.00	I	See footnotes⁽³⁾⁽⁸⁾

Explanation of Responses:

1. Issuable upon the settlement of a restricted stock unit award, which vests on the earlier of May 15, 2022 and the Issuer's 2022 annual stockholder meeting.

2. The Issuer's Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, and Series F Preferred Stock shall automatically convert into Common Stock on a 1-for-1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

3. Includes of shares held for convenience in the name of "KPCB Holdings, Inc., as nominee" for the accounts of Kleiner Perkins Caufield & Byers XIV, LLC ("KPCB XIV") and KPCB XIV Founders Fund, LLC ("KPCB XIV FF"). The managing member of KPCB XIV and KPCB XIV FF is KPCB XIV Associates, LLC ("KPCB XIV Associates"). L. John Doerr, a managing member of KPCB XIV Associates, exercises shared voting and dispositive control over the shares held by KPCB XIV and KPCB XIV FF, and serves on the board of directors of the Issuer.

4. Consists of 8,842,077 shares held of record by KPCB XIV and 748,028 shares held of record by KPCB XIV FF.

5. Consists of 188,052 shares held of record by KPCB XIV and 15,909 shares held of record by KPCB XIV FF.

6. Consists of 196,329 shares held of record by WindyHill LLC, 181,015 shares held of record by KPCB XIV, and 15,314 shares held of record by KPCB XIV FF.

7. Consists of 61,467 shares held of record by KPCB XIV and 5,200 shares held of record by KPCB XIV FF.

8. Consists of 532,991 shares held of record by KPCB XIV and 45,090 shares held of record by KPCB XIV FF.

Remarks:

L. John Doerr disclaims beneficial ownership of the securities in this statement except to the extent of his pecuniary interest therein. The filing of this statement shall not be deemed an admission that Mr. Doerr is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities covered by this statement. Exhibit List: Exhibit 24 - Power of Attorney

	By: /s/ L. John Doerr	03/30/2021
	** 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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