Lydia Paterson reports 76,138 Coursera (NYSE: COUR) shares from Udemy merger RSUs

Rhea-AI Filing Summary

Coursera, Inc. director Lydia Paterson reported her initial ownership of Coursera common stock on a Form 3. She holds 76,138 shares of common stock directly following the Merger of Chess Merger Sub, Inc. with Udemy, Inc., with Udemy becoming a wholly owned subsidiary of Coursera.

At the Merger’s effective time, each of Ms. Paterson’s outstanding restricted stock units in Udemy became fully vested and converted into Coursera common stock at a 0.800 exchange ratio. Her Udemy stock options were canceled because their exercise prices were higher than the value determined by the average Coursera trading price, multiplied by 0.800.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Paterson Lydia

Role null

Type	Security	Shares	Price	Value
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 76,138 shares (Direct, null)

Footnotes (1)

1. In connection with the terms of the Agreement and Plan of Merger, dated December 17, 2025, by and among Udemy, Inc. ("Udemy"), Coursera, Inc. ("Coursera"), and Chess Merger Sub, Inc., a direct wholly owned subsidiary of Coursera ("Merger Sub"), Merger Sub merged with and into Udemy (the "Merger"), with Udemy surviving the Merger as a wholly owned subsidiary of Coursera. At the effective time of the Merger (the "Effective Time"), each outstanding restricted stock unit award covering shares of Udemy common stock held by Ms. Paterson became fully vested and converted into the right to receive the number of shares of Coursera common stock (rounded to the nearest whole number of shares) equal to the product of (1) the number of shares of Udemy common stock that had been subject to such award as of immediately prior to the Effective Time, multiplied by (2) 0.800. At the Effective Time, Ms. Paterson's stock options were canceled without payment because the exercise price of the options was higher than the product of (1) the average of the closing-sales prices of Coursera Common Stock for the consecutive period of five full trading days ending on the day preceding May 11, 2026, multiplied by (2) 0.800.

Key Figures

Direct common stock holdings: 76,138 shares RSU conversion ratio: 0.800 Merger agreement date: December 17, 2025 +1 more

4 metrics

Direct common stock holdings 76,138 shares Coursera common stock held directly following the Merger

RSU conversion ratio 0.800 Udemy RSUs converted into Coursera common stock at 0.800

Merger agreement date December 17, 2025 Agreement and Plan of Merger among Udemy, Coursera, and Merger Sub

Effective date reference May 11, 2026 Five-day trading period ending the day preceding May 11, 2026 used in option value test

Key Terms

Agreement and Plan of Merger, restricted stock unit, Effective Time, exercise price, +1 more

5 terms

Agreement and Plan of Merger regulatory

"In connection with the terms of the Agreement and Plan of Merger, dated December 17, 2025, by and among Udemy, Inc., Coursera, Inc., and Chess Merger Sub, Inc."

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

restricted stock unit financial

"each outstanding restricted stock unit award covering shares of Udemy common stock held by Ms. Paterson became fully vested and converted into the right to receive Coursera shares"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

Effective Time regulatory

"At the effective time of the Merger (the "Effective Time"), each outstanding restricted stock unit award covering shares of Udemy common stock held by Ms. Paterson became fully vested"

exercise price financial

"Ms. Paterson's stock options were canceled without payment because the exercise price of the options was higher than the product of the average Coursera price and 0.800"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

Coursera common stock financial

"converted into the right to receive the number of shares of Coursera common stock equal to the product of the Udemy shares and 0.800"

Understanding Insider Trading Forms →

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

OMB APPROVAL

OMB Number:			3235-0104
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hours per response:			0.5

1. Name and Address of Reporting Person^*

Paterson Lydia

(Last) (First) (Middle)

2440 WEST EL CAMINO REAL

SUITE 500

(Street)

MOUNTAIN VIEW CALIFORNIA 94040

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
05/11/2026

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

3a. Foreign Trading Symbol

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

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

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

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(1)	76,138(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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. In connection with the terms of the Agreement and Plan of Merger, dated December 17, 2025, by and among Udemy, Inc. ("Udemy"), Coursera, Inc. ("Coursera"), and Chess Merger Sub, Inc., a direct wholly owned subsidiary of Coursera ("Merger Sub"), Merger Sub merged with and into Udemy (the "Merger"), with Udemy surviving the Merger as a wholly owned subsidiary of Coursera.

2. At the effective time of the Merger (the "Effective Time"), each outstanding restricted stock unit award covering shares of Udemy common stock held by Ms. Paterson became fully vested and converted into the right to receive the number of shares of Coursera common stock (rounded to the nearest whole number of shares) equal to the product of (1) the number of shares of Udemy common stock that had been subject to such award as of immediately prior to the Effective Time, multiplied by (2) 0.800.

3. At the Effective Time, Ms. Paterson's stock options were canceled without payment because the exercise price of the options was higher than the product of (1) the average of the closing-sales prices of Coursera Common Stock for the consecutive period of five full trading days ending on the day preceding May 11, 2026, multiplied by (2) 0.800.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Sylvia Lexington	05/12/2026
	** 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.
* Form 3: SEC 1473 (03-26)

FAQ

What does Lydia Paterson’s Form 3 filing show for Coursera (COUR)?

The Form 3 shows Lydia Paterson directly owns 76,138 shares of Coursera common stock. This reflects her initial reported holdings after Udemy became a wholly owned subsidiary of Coursera through the merger structure.

How did Lydia Paterson acquire Coursera (COUR) shares reported on Form 3?

Her Coursera shares came from Udemy restricted stock units that fully vested at the Merger’s effective time. Each Udemy RSU converted into Coursera common stock using a 0.800 exchange ratio described in the merger agreement.

What happened to Lydia Paterson’s Udemy stock options in the Coursera merger?

At the effective time of the Merger, Ms. Paterson’s Udemy stock options were canceled without payment. Their exercise prices exceeded the value calculated as the five-day average Coursera closing price multiplied by the 0.800 factor.

What merger is referenced in Lydia Paterson’s Coursera (COUR) Form 3?

The filing references the Agreement and Plan of Merger dated December 17, 2025 among Udemy, Coursera, and Chess Merger Sub, Inc. Merger Sub combined with Udemy, which survived as a wholly owned subsidiary of Coursera.

Does Lydia Paterson’s Coursera Form 3 indicate any recent stock purchases or sales?

The Form 3 primarily records initial holdings of Coursera common stock, totaling 76,138 shares directly owned. It does not report open-market purchases or sales, focusing instead on positions resulting from the merger and equity award conversions.