Udemy (NASDAQ: UDMY) director exits holdings in Coursera stock merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Udemy, Inc. director Lydia Paterson reported disposing of her remaining Udemy equity in connection with the company’s merger into Coursera, Inc. She returned 95,171 shares of Udemy common stock to the issuer at a reported price of $0.00 per share, leaving no common shares directly owned.
She also disposed of a stock option covering 100,000 shares of Udemy common stock with a $6.58 per-share exercise price, again leaving no options outstanding. Under the Merger Agreement dated December 17, 2025, each Udemy common share outstanding at the effective time was converted into the right to receive 0.800 shares of Coursera common stock, and most Udemy equity awards were either converted into Coursera awards or, if underwater, cancelled for no consideration.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Paterson Lydia
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 100,000 | $0.00 | -- |
| Disposition | Common Stock | 95,171 | $0.00 | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 shares (Direct, null);
Common Stock — 0 shares (Direct, null)
Footnotes (1)
- 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. 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). One-fourth of the shares underlying the option vested on December 15, 2020 and 1/48th of the remaining shares vested monthly thereafter. 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: 95,171 shares
Stock options disposed: 100,000 options
Option exercise price: $6.58/share
+3 more
6 metrics
Common shares disposed
95,171 shares
Disposition to issuer on May 11, 2026
Stock options disposed
100,000 options
Right to buy Udemy common, disposed May 11, 2026
Option exercise price
$6.58/share
Udemy stock option per-share exercise price
Coursera exchange ratio
0.800 shares
Coursera common per Udemy common at Effective Time
Merger agreement date
December 17, 2025
Agreement and Plan of Merger signing date
Option expiration
February 11, 2030
Original expiration date of disposed Udemy stock option
Key Terms
Agreement and Plan of Merger, Effective Time, restricted stock unit award, Director RSU Award, +2 more
6 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..."
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.
Director RSU Award financial
"and was not granted in respect of services as a non-employee director of the Issuer (each, a "Director RSU Award")..."
underwater Udemy Stock Options financial
"Underwater Udemy Stock Options were cancelled for no consideration."
Disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
FAQ
What insider transaction did Udemy (UDMY) director Lydia Paterson report?
Lydia Paterson reported disposing of Udemy equity back to the issuer. She returned 95,171 shares of common stock and a stock option covering 100,000 shares as part of the Coursera merger structure, leaving her with no directly held Udemy securities.
What happened to Lydia Paterson’s Udemy stock options in the Coursera merger?
A stock option covering 100,000 Udemy shares with a $6.58 exercise price was disposed of back to the issuer. Footnotes explain that Udemy stock options were either converted into Coursera common stock based on a spread formula or, if underwater, cancelled for no consideration.
What exchange ratio applied to Udemy common stock in the Coursera merger?
Each share of Udemy common stock outstanding at the effective time was converted into the right to receive 0.800 shares of Coursera common stock. Certain excluded shares were not included, and the ratio also governed how most Udemy director RSU awards were converted.
How were Udemy restricted stock units and options treated at the merger effective time?
Non-performance Udemy director RSUs were converted into Coursera shares by multiplying underlying Udemy shares by 0.800 and rounding to the nearest whole share. Outstanding Udemy stock options were converted into Coursera shares using a spread-based formula, while underwater options were cancelled without consideration.
Does Lydia Paterson retain any Udemy securities after these transactions?
According to the reported holdings, she holds zero shares of Udemy common stock and zero Udemy stock options after the dispositions. Udemy became a wholly owned subsidiary of Coursera, and her prior Udemy equity was either converted or cancelled under the merger terms.