Udemy, Inc.·4

May 11, 4:09 PM ET

Paterson Lydia 4

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Udemy Director Lydia Paterson Surrenders 195,171 Shares in Merger

What Happened

  • Lydia Paterson, a director of Udemy, reported dispositions on 2026-05-11: 95,171 shares of Udemy common stock and 100,000 derivative securities were transferred/disposed to the issuer. No per‑share cash price is listed in the filing (N/A).
  • These dispositions occurred in connection with the Coursera merger. Under the Merger Agreement, each outstanding Udemy common share was converted into the right to receive 0.800 shares of Coursera common stock (subject to rounding and certain exclusions). The filing does not state a cash amount received; the consideration was the merger conversion rather than an open‑market sale.

Key Details

  • Transaction date: 2026-05-11 (Effective Time of the merger).
  • Securities: 95,171 Udemy common shares (disposition) and 100,000 derivative securities (disposition); both reported as "to the issuer" with price N/A.
  • Consideration/Conversion: Udemy shares converted into the right to receive 0.800 Coursera shares per Udemy share under the Merger Agreement (see footnote).
  • Post-transaction holdings: not specified in the provided filing summary.
  • Filing timeliness: the Form 4 was filed with the same report date (2026-05-11), indicating a timely report.
  • Relevant footnotes: Merger Agreement with Coursera (effective Dec 17, 2025 agreement; closing effective May 11, 2026); RSUs and options were converted or handled per merger terms (certain RSUs converted at 0.800 ratio; outstanding options converted per a formula and underwater options cancelled).

Context

  • "Disposition to the issuer" in a merger typically reflects shares/awards surrendered, converted or exchanged under the acquisition terms rather than a market sale — so this filing documents the merger transaction mechanics, not a director-initiated sale for cash.
  • Derivative securities can include RSUs or options; the filing’s footnotes explain stock‑award and option conversion rules (and cancellation of underwater options) applicable at closing.