Udemy Inc.

02/26/2024 | Press release | Distributed by Public on 02/26/2024 15:43

Initial Registration Statement for Employee Benefit Plan - Form S-8

Document


As filed with the Securities and Exchange Commission on February 26, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________________
UDEMY, INC.
(Exact name of registrant as specified in its charter)
___________________________________
Delaware
27-1779864
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)

600 Harrison Street, 3rd Floor
San Francisco, California 94107
(Address of principal executive offices, including zip code)

2021 Equity Incentive Plan
2021 Employee Stock Purchase Plan
(Full title of the plan)

Greg Brown
President and Chief Executive Officer
Udemy, Inc.
600 Harrison Street, 3rd Floor
San Francisco, California 94107
(415) 813-1710
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Tony Jeffries
Yoichiro Taku
Lianna Whittleton
Christina Poulsen
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
Ken Hirschman
Dan Horwood
Udemy, Inc.
600 Harrison Street, 3rd Floor
San Francisco, California 94107
(415) 813-1710

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
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 7(a)(2)(B) of the Securities Act. ☐


EXPLANATORY NOTE
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement on Form S-8 (the "Registration Statement") is being filed to register an additional 7,858,318 shares of common stock of Udemy, Inc. (the "Registrant") to be issued pursuant to the Registrant's 2021 Equity Incentive Plan (the "2021 EIP") and 1,571,663 shares of common stock of the Registrant to be issued pursuant to the Registrant's 2021 Employee Stock Purchase Plan (the "2021 ESPP") as a result of evergreen provisions in the 2021 EIP and 2021 ESPP providing that the total number of shares of common stock reserved for issuance under the 2021 EIP and 2021 ESPP, respectively, will be automatically increased as of the first day of each fiscal year.
These additional shares of common stock are securities of the same class as other securities for a which previous Registration Statement on Form S-8 was filed by the Registrant with the Securities and Exchange Commission (the "Commission") on October 29, 2021 (File No. 333-260595) and a previous registration statement on Form S-8 was filed with the Commission on February 27, 2023 (File No. 333-270052) (the "Previous Registration Statements"). In accordance with General Instruction E of Form S-8, the contents of the Previous Registration Statements, including periodic reports filed after the Previous Registration Statements to maintain current information about the Registrant, are incorporated by reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Udemy, Inc. (the "Registrant") hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "Commission"):
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on February 26, 2024 (the "Annual Report");
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year covered by the Annual Report (other than the portions of these documents not deemed to be filed); and
(3) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A (File No. 001-40965) filed with the Commission on October 21, 2021, pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.













Item 8. Exhibits.
Exhibit
Number
Exhibit Description Incorporated by Reference
Form File No. Exhibit Filing Date
4.1 S-1 333-260042 4.2 October 5, 2021
5.1*
Opinion of Wilson Sonsini Goodrich & Rosati, P.C.
23.1*
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
23.2*
Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1 hereto).
24.1* Power of Attorney (included on the signature page hereto).
99.1 10-Q 001-40956 10.1 May 3, 2023
99.2 S-1/A 333-260042 10.4 October 5, 2021
99.3 10-Q 001-40956 10.2 May 3, 2023
107*
Filing Fee Table
*  Filed herewith.


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on the 26th of February, 2024.

UDEMY, INC.
By: /s/ Greg Brown
Greg Brown
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Greg Brown and Sarah Blanchard as his, her, or their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.




Signature Title Date
/s/ Greg Brown
President, Chief Executive Officer and Director

February 26, 2024
Greg Brown
/s/ Sarah Blanchard
Chief Financial Officer (Principal Financial and Accounting Officer)
February 26, 2024
Sarah Blanchard
/s/ Sohaib Abbasi Chairperson of the Board of Directors
February 26, 2024
Sohaib Abbasi
/s/ Eren Bali Director
February 26, 2024
Eren Bali
/s/ Heather Hiles Director
February 26, 2024
Heather Hiles
/s/ Jeffrey Lieberman Director
February 26, 2024
Jeffrey Lieberman
/s/ Lydia Paterson Director
February 26, 2024
Lydia Paterson
/s/ Natalie Schechtman Director
February 26, 2024
Natalie Schechtman