udmy-20221027

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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 27, 2022

Udemy, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-40956

27-1779864

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

600 Harrison Street, 3rd Floor

San Francisco, California

94107

(Address of Principal Executive Offices)

(Zip Code)

(415) 813-1710

(Registrant’s Telephone Number, Including Area Code)


Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Common Stock, $0.00001 par value per share

UDMY

The Nasdaq Stock Market LLC
(The Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On November 15, 2022, approximately 3.1 million restricted stock units (“RSUs”) held by employees of Udemy, Inc. (the “Company”) are expected to vest. Over the following weeks, the Company will settle these RSUs through the delivery of shares of the Company’s common stock to employees, who will satisfy their tax withholding obligations through “sell-to-cover” transactions made in accordance with the provisions of the Company’s 2021 Equity Incentive Plan and each employee’s RSU award agreement. Pursuant to these sell-to-cover transactions, employees are expected to sell approximately 1.2 million shares of the Company’s common stock.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit Number						Description

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			UDEMY, INC.

Date:	October 27, 2022	By:	/s/ Ken Hirschman
			Ken Hirschman SVP Operations and General Counsel

Udemy Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits