SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
FILLMORE JOHN PAUL

(Last) (First) (Middle)
C/O CHEGG, INC.
3990 FREEDOM CIRCLE

(Street)
SANTA CLARA CA 95054

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CHEGG, INC [ CHGG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
PRESIDENT, CHEGG SKILLS
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2021
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/01/2021 A 20,192(1) A $0 152,024 D
Common Stock 03/01/2021 A 45,906(2) A $0 195,930 D
Common Stock 03/01/2021 F(3) 10,868 D $99.05 185,062 D
Common Stock 03/01/2021 F(4) 17,125 D $99.05 167,937 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Stock Units $0.0 03/01/2021 A(5) 0 (6) 03/01/2021 Common Stock 58,348(7) $0 58,348 D
Explanation of Responses:
1. Represents an award of restricted stock units ("RSU"). Each RSU represents a contingent right to receive one share of common stock of the Issuer upon vesting. The RSU will vest over a 3-year period with 1/3vesting on March 1, 2022 and then the remaining shares vesting in equal quarterly installments thereafter for 24 months.
2. Represents the number of shares of Common Stock subject to performance-based restricted stock units ("PSUs") granted to the Reporting Person in 2020 (the "2020 PSUs") that shall now be subject totime-based vesting following the Compensation Committee's determination of the achievement of certain performance measurements on February 27, 2021. The shares subject to the 2020 PSUs allocated to eachperformance metric shall vest as follows: 1/3 shall vest on March 1, 2021, and then the remaining 2/3rds shall vest in equal quarterly installments over the next 24 months, subject to the Reporting Person'scontinued service through each vesting date.
3. The reported shares were withheld to cover the Reporting Person's tax liability in connection with the vesting of RSUs.
4. The reported shares were withheld to cover the Reporting Person's tax liability in connection with the vesting of PSUs.
5. The PSU represents the contingent right to receive, following vesting, between 0% and 150% of one share of common stock based upon the achievement of pre-established total shareholder return of the Issuer's Common Stock calculated beginning from the closing price of the Issuer's Common Stock on the date of grant and using the average of the daily closing prices of the Issuer's Common Stock for any 60 consecutive trading days with the final trading day during the performance period ending on February 29, 2024 (the "TSR Performance Metric") and certification of such performance by the Compensation Committee following the conclusion of the performance period.
6. The PSUs shall be earned and become vested based upon both (i) attainment of the TSR Performance Metric and (ii) continued service of the Reporting Person through each vesting date, with 50% of the PSUsto vest on March 8, 2024 and 50% to vest on March 1, 2025.
7. Shares represent 150% of the PSUs awarded, the maximum rate of undetermined achievement.
Remarks:
/s/ Woodie H. Dixon, Jr., Attorney-in-Fact 03/03/2021
** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.