NASPERS LTD - 28 Oct 2021 Form 3 Insider Report for Udemy, Inc. (UDMY)

Role: 10%+ Owner
Signature: /s/ Nico Marais, Authorized Representative Naspers Limited
Issuer symbol: UDMY
Transactions as of: 28 Oct 2021
Net transactions value: $0
Form type: 3
Filing time: 28 Oct 2021, 19:00:40 UTC
Previous filing: 29 Sep 2021
Next filing: 02 Nov 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	UDMY	Common Stock						4,401,368	28 Oct 2021	See footnotes	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
holding	UDMY	Series A Convertible Preferred Stock							28 Oct 2021	Common Stock	4,865,925		See footnotes	F1, F2, F3
holding	UDMY	Series A-1 Convertible Preferred Stock							28 Oct 2021	Common Stock	496,377		See footnotes	F1, F2, F4
holding	UDMY	Series B Convertible Preferred Stock							28 Oct 2021	Common Stock	1,017,972		See footnotes	F1, F2, F5
holding	UDMY	Series C Convertible Preferred Stock							28 Oct 2021	Common Stock	90,639		See footnotes	F1, F2, F6
holding	UDMY	Series D Convertible Preferred Stock							28 Oct 2021	Common Stock	6,248,559		See footnotes	F1, F2, F7

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

Explanation of Responses:

Id	Content
F1	The shares are held of record by MIH Edtech Investments B.V., or Edtech. Edtech is a subsidiary of Prosus N.V., or Prosus, a publicly traded company whose shares are listed on the Euronext Amsterdam. A majority of the voting power of the outstanding ordinary shares of Prosus N.V. is held by Naspers Limited, a publicly traded company whose shares are listed on the Johannesburg Stock Exchange. As a result, the shares held by Edtech may be deemed to be beneficially owned by Prosus and Naspers Limited.
F2	Naspers Limited employs a differential voting structure involving two South African entities, Naspers Beleggings (RF) Beperk and Keeromstraat 30 Beleggings (RF) Beperk, the sole remit of which is to protect the continued independence of Naspers Limited. Each of Nasbel and Keerom disclaims beneficial ownership of all shares, except to the extent of their respective pecuniary interests therein, if any. Lawrence Illg, a director of the Issuer, serves as Chief Executive Officer, Food and EdTech, for Prosus, but has no voting or dispositive control over the shares held by Edtech.
F3	Each share of Series A Convertible Preferred Stock shall automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.
F4	Each share of Series A-1 Convertible Preferred Stock shall automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.
F5	Each share of Series B Convertible Preferred Stock shall automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.
F6	Each share of Series C Convertible Preferred Stock shall automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.
F7	Each share of Series D Convertible Preferred Stock shall automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.