SEC FORM 3/A

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^*

Belsky Leah F.

(Last)

(First)

(Middle)

381 E. EVELYN AVE.

(Street)

MOUNTAIN VIEW

94041

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/10/2021

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

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
03/30/2021

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	556,977⁽¹⁾⁽²⁾⁽³⁾	D

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)
Employee Stock Option (right to buy)	⁽⁴⁾	07/11/2028	Common Stock	33,334⁽⁶⁾	2.23	D
Employee Stock Option (right to buy)	⁽⁵⁾	08/29/2028	Common Stock	72,878⁽⁷⁾	2.23	D

Explanation of Responses:

1. Includes 53,000 shares issuable upon the settlement of a restricted stock unit ("RSU") award, with 25% of the award vesting on August 15, 2021, and 75% of the award vesting in 12 equal quarterly installments thereafter, subject to the reporting person's continued service with the Issuer through the applicable vesting dates.

2. Includes 180,000 shares issuable upon the settlement of a RSU award, with 25% vesting on May 15, 2023, and 75% of the award vesting in 8 equal quarterly installments thereafter, subject to continued service with the Issuer through the applicable vesting dates.

3. On March 30, 2021, the reporting person filed a Form 3 (the "Form 3"), which inadvertently reported that she directly owned 593,436 shares of common stock, including the RSU awards referenced in notes one and two above. In fact, as reported in this Form 3 Amendment, the reporting person directly owned 556,977 shares of common stock as of the date of the Form 3 filing, including the aforementioned RSU awards.

4. Represents an initial option to purchase 100,000 shares of common stock, with 25% of the total number of shares subject to the option vesting on July 1, 2019, and 75% of the shares subject to the option vesting in 36 equal monthly installments thereafter, subject to the reporting person's continued service with the Issuer through the applicable vesting dates.

5. Represents an initial option to purchase 100,000 shares of common stock, with 25% of the total number of shares subject to the option vesting on August 1, 2019, and 75% of the shares subject to the option vesting in 36 equal monthly installments thereafter, subject to the reporting person's continued service with the Issuer through the applicable vesting dates.

6. The Form 3 inadvertently reported that there were 27,084 shares outstanding under this option to purchase common stock. In fact, as reported in this Form 3 Amendment, there were 33,334 shares outstanding under this option to purchase common stock.

7. The Form 3 inadvertently reported that there were 79,128 shares outstanding under this option to purchase common stock. In fact, as reported in this this Form 3 Amendment, there were 72,878 shares outstanding under this option to purchase common stock.

Remarks:

Senior Vice President and Chief Enterprise Officer

	By: /s/ Lana B. Persaud, Attorney-in-Fact	08/10/2021
	** 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).
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.