Chegg (NYSE: CHGG) CEO revises Form 4 to show tax withholding, ESPP adjustment
Filing Impact
Filing Sentiment
Form Type
4/A
Rhea-AI Filing Summary
ROSENSWEIG DANIEL reported disposition transactions in this Form 4 filing.
CHEGG, INC President and CEO Daniel Rosensweig filed an amended Form 4 to correct how prior share movements were coded. The amendment reclassifies two transactions on common stock as share withholdings for tax obligations, not open‑market sales. It also adjusts his reported beneficial ownership by 24,000 shares to include stock previously acquired through Chegg’s Employee Stock Purchase Plan, and notes additional indirect holdings through family trusts.
Positive
- None.
Negative
- None.
Insights
Amended filing shows routine tax withholding and ownership correction, not open‑market selling.
CHEGG, INC executive Daniel Rosensweig’s amended Form 4 clarifies that two prior transactions were coded incorrectly. They are now labeled with code F, meaning shares were withheld by the company to satisfy tax obligations tied to vesting of PSUs and RSUs, rather than being discretionary sales into the market.
The amendment also adjusts his beneficial ownership by 24,000 shares from the Employee Stock Purchase Plan, which had been omitted previously. These are administrative and compliance updates with no new open‑market buying or selling disclosed, so the informational value for investors is limited and the overall signal is neutral.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
ROSENSWEIG DANIEL
Role
PRESIDENT, CEO, EXEC CHAIRMAN
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Common Stock | 1,956 | $1.11 | $2K |
| Tax Withholding | Common Stock | 6,337 | $1.11 | $7K |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 7,640,115 shares (Direct, null);
Common Stock — 25,000 shares (Indirect, See footnote.)
Footnotes (1)
- Shares reported in Column 5 include an adjustment of 24,000 shares to correct the reporting person's beneficial ownership. The adjustment reflects (i) 16,000 shares acquired under the Issuer's Employee Stock Purchase Plan during two purchase periods in 2025 that were inadvertently omitted from prior beneficial ownership calculations identified during historical records review, (ii) 8,000 shares acquired under the Issuer's Employee Stock Purchase Plan on May 15, 2026 This Form 4/A amends the prior filing to correct the transaction code from "S" to "F". The transaction represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of PSUs in an exempt transaction pursuant to Section 16b-3(e). This Form 4/A amends the prior filing to correct the transaction code from "S" to "F". The transaction represents shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs in an exempt transaction pursuant to Section 16b-3(e). Held by The Rosensweig Family Revocable Trust U/A/D 03-12-07 where the Reporting Person is a Co-Trustee. Held by The Rosensweig 2012 Irrevocable Children's Trust U/A/D 11-06-12. The Reporting Person is a Co-Trustee.
Key Figures
Tax withholding shares (total): 8,293 shares
Tax withholding lot 1: 6,337 shares at $1.11/share
Tax withholding lot 2: 1,956 shares at $1.11/share
+3 more
6 metrics
Tax withholding shares (total)
8,293 shares
Shares withheld to satisfy tax obligations on vested PSUs and RSUs
Tax withholding lot 1
6,337 shares at $1.11/share
Common stock withheld for tax obligations
Tax withholding lot 2
1,956 shares at $1.11/share
Common stock withheld for tax obligations
Beneficial ownership adjustment
24,000 shares
Previously omitted ESPP shares added to reported ownership
ESPP component 1
16,000 shares
ESPP shares from two 2025 purchase periods now included
ESPP component 2
8,000 shares
ESPP shares acquired on May 15, 2026 now included
Key Terms
Employee Stock Purchase Plan, PSUs, RSUs, Section 16b-3(e), +2 more
6 terms
Employee Stock Purchase Plan financial
"shares acquired under the Issuer's Employee Stock Purchase Plan during two purchase periods in 2025"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
PSUs financial
"in connection with the vesting and settlement of PSUs in an exempt transaction pursuant to Section 16b-3(e)"
PSUs are company shares promised to employees or executives that only become actual stock if the business hits specific performance targets over a set period. For investors, PSUs matter because they link pay to measurable outcomes — similar to a conditional bonus that converts into ownership — which can influence management decisions, dilution of shares, and signals about confidence in future results.
RSUs financial
"in connection with the vesting and settlement of RSUs in an exempt transaction pursuant to Section 16b-3(e)"
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
Section 16b-3(e) regulatory
"exempt transaction pursuant to Section 16b-3(e)"
tax withholding obligations financial
"shares withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement"
Irrevocable Children's Trust financial
"Held by The Rosensweig 2012 Irrevocable Children's Trust U/A/D 11-06-12."
FAQ
What does Chegg (CHGG) CEO Daniel Rosensweig’s latest Form 4/A show?
The Form 4/A shows Daniel Rosensweig corrected earlier coding of two transactions as tax withholdings, not market sales. It also updates his beneficial ownership to include 24,000 previously omitted shares acquired through Chegg’s Employee Stock Purchase Plan during 2025 and May 2026.