Udemy director disposes shares in Coursera merger
Udemy director Heather Hiles reported the disposition of her Udemy equity in connection with the company’s merger with Coursera.
Rhea-AI Filing Summary
Udemy director Heather Hiles reported the disposition of her Udemy equity in connection with the company’s merger with Coursera. She disposed of 70,143 shares of Udemy common stock and 100,000 stock options, leaving zero Udemy shares and options directly owned after the transactions.
Under the Agreement and Plan of Merger, Udemy became a wholly owned subsidiary of Coursera. Each Udemy common share outstanding at the merger’s effective time was converted into the right to receive 0.800 Coursera common shares, and most director restricted stock units and stock options were converted into Coursera stock awards or cancelled if underwater.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 170,143 shares
Disposition
2 txns
Insider
Hiles Heather
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 100,000 | $0.00 | $0.00 |
| Disposition | Common Stock | 70,143 | $0.00 | $0.00 |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Footnotes (4)
- F1. Pursuant to that certain Agreement and Plan of Merger dated December 17, 2025 (the "Merger Agreement") by and among the Issuer, Coursera, Inc. ("Coursera"), and Chess Merger Sub, Inc., a wholly owned subsidiary of Coursera ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Coursera.
- F2. At the effective time of the Merger (the "Effective Time"), each share of common stock of the Issuer (the "Udemy Common Stock") issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) was converted into the right to receive 0.800 shares of common stock of Coursera ("Coursera Common Stock") and each restricted stock unit award covering shares of Udemy Common Stock that was not subject to performance-based vesting conditions and was not granted in respect of services as a non-employee director of the Issuer (each, a "Director RSU Award") was converted into the right to receive a number of shares of Coursera Common Stock equal to the product of the number of shares of Udemy Common Stock that were subject to the such Director RSU Award as of immediately prior to the Effective Time, multiplied by 0.800 (rounded to the nearest whole share).
- F3. One-fourth of the shares underlying the option vested on August 26, 2021 and 1/48th of the remaining shares vested monthly thereafter.
- F4. At the Effective Time, each option to purchase shares of Udemy Common Stock (a "Udemy Stock Option") that was outstanding and unexercised, whether vested or unvested, was converted into a number of shares of Coursera Common Stock equal to the product of (1) the spread of (x) (i) the average closing price of Coursera Common Stock for the five full trading days preceding the closing of the Merger, multiplied by (ii) 0.800 over (y) the applicable per share exercise price, multiplied by (2) the number of shares of Udemy Common Stock subject to such award. Underwater Udemy Stock Options were cancelled for no consideration.
Key Figures
Common shares disposed: 70,143 shares
Stock options disposed: 100,000 options
Option exercise price: $11.13 per share
+3 more
6 metrics
Common shares disposed
70,143 shares
Disposition to issuer on 2026-05-11
Stock options disposed
100,000 options
Udemy stock options surrendered on 2026-05-11
Option exercise price
$11.13 per share
Exercise price for disposed Udemy stock options
Post-transaction Udemy holdings
0 shares, 0 options
Direct ownership following reported disposition
Coursera share exchange ratio
0.800 shares
Coursera common stock per Udemy common share at effective time
Option expiration date
2030-11-22
Original expiration for disposed Udemy stock options
Key Terms
Agreement and Plan of Merger, Effective Time, restricted stock unit award, Udemy Stock Option, +1 more
5 terms
Agreement and Plan of Merger regulatory
"Pursuant to that certain Agreement and Plan of Merger dated December 17, 2025..."
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.
Effective Time regulatory
"At the effective time of the Merger (the "Effective Time"), each share of common stock..."
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
restricted stock unit award financial
"each restricted stock unit award covering shares of Udemy Common Stock that was not subject..."
A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.
Udemy Stock Option financial
"each option to purchase shares of Udemy Common Stock (a "Udemy Stock Option")..."
Underwater Udemy Stock Options financial
"Underwater Udemy Stock Options were cancelled for no consideration."
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Udemy (UDMY) director Heather Hiles report in this Form 4?
Heather Hiles reported disposing of her Udemy equity holdings in connection with the Coursera merger. She surrendered 70,143 shares of Udemy common stock and 100,000 stock options to the issuer, resulting in no remaining directly held Udemy shares or options after the transaction.
What happened to Heather Hiles’ Udemy (UDMY) stock options?
Hiles disposed of 100,000 Udemy stock options with an exercise price of $11.13 per share. At the merger’s effective time, outstanding Udemy stock options were either converted into Coursera common stock based on a spread formula or cancelled if they were underwater, depending on their terms.
What are the key terms of the Udemy (UDMY) and Coursera merger?
Under the merger agreement, Chess Merger Sub merged into Udemy, making Udemy a wholly owned Coursera subsidiary. Each Udemy common share outstanding immediately before the effective time was converted into the right to receive 0.800 shares of Coursera common stock as merger consideration.
How were Udemy (UDMY) director RSU awards treated in the Coursera merger?
Each non-performance Udemy director restricted stock unit was converted at the effective time into a Coursera RSU. The new award covered a number of Coursera shares equal to the Udemy RSU share count multiplied by 0.800, rounded to the nearest whole share, maintaining equity-based compensation continuity.
What does transaction code "D" mean in this Udemy (UDMY) Form 4?
Transaction code "D" indicates a disposition to the issuer rather than an open-market sale. In this case, Hiles’ Udemy shares and options were surrendered to Udemy as part of the merger mechanics, triggering conversion or cancellation under the Coursera transaction terms instead of a standard stock sale.
AI-generated analysis. How Rhea-AI works. Not financial advice.
