Sarrazin Hugo 4
4 · Udemy, Inc. · Filed May 11, 2026
Research Summary
AI-generated summary of this filing
UDMY CEO Hugo Sarrazin Receives Award and Surrenders Shares
What Happened
Hugo Sarrazin, President & CEO and a director of Udemy (UDMY), was credited with a 168,750-share award (reported as $0.00) on May 11, 2026 — a performance-based restricted stock unit (PSU) that was deemed achieved in connection with the company’s change of control. On the same date he recorded two dispositions to the issuer totaling 1,448,156 shares (1,400,576 + 47,580), reported as dispositions in connection with the merger/transaction activity described in the filing.
Key Details
- Transaction date: 2026-05-11 (filing date and period of report: 2026-05-11).
- Award: 168,750 shares (PSU award credited at $0.00). Footnote: PSUs granted 8/15/2025 were deemed achieved due to a change of control and became subject only to time-based vesting prior to the merger.
- Dispositions: 1,400,576 and 47,580 shares surrendered to the issuer (no sale price listed; reported as dispositions to issuer).
- Merger conversion: Under the Merger Agreement, each Udemy share outstanding was converted into the right to receive 0.800 shares of Coursera common stock; Udemy RSU awards were assumed/converted by Coursera on that basis.
- Shares owned after transaction: Not specified in the Form 4 filing.
- Filing timeliness: Filing shows the report period and filing date as 2026-05-11 (no late filing indicated).
Context
This filing records an award vesting (PSU credited) and surrender/disposition of Udemy shares tied to the company’s merger with Coursera. The award was not an open-market purchase (it reflects vested compensation), and the dispositions appear to be part of the merger conversion/settlement rather than a public sale. Footnote also notes certain shares are held by The Sarrazin Revocable Trust (reporting person is trustee/beneficiary).
Insider Transaction Report
- Award
Common Stock
[F1]2026-05-11+168,750→ 1,400,576 total - Disposition to Issuer
Common Stock
[F2]2026-05-11−1,400,576→ 0 total - Disposition to Issuer
Common Stock
[F3][F4]2026-05-11−47,580→ 0 total(indirect: By Trust)
Footnotes (4)
- [F1]Represents shares of common stock under a performance-based restricted stock unit ("PSU") award granted effective August 15, 2025. In connection with 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. Immediately prior to the effective time of the Merger (the "Effective Time"), a change of control was deemed to occur with respect to the PSU award, resulting in the PSU award being deemed achieved based on the greater of target and actual performance. Consequently, immediately prior to the Effective Time, the PSU award was subject only to time-based vesting conditions.
- [F2]At the Effective Time, each share of common stock of the Issuer ("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 that was not subject to performance-based vesting conditions and was not granted in respect of services as a non-employee director of Udemy (each, a "Udemy RSU Award") was assumed by Coursera and converted into a restricted stock unit award covering a number of shares of Coursera Common Stock equal to the product of (1) the number of shares of Udemy Common Stock that were subject to the Udemy RSU Award as of immediately prior to the Effective Time, multiplied by (2) 0.800 (rounded to the nearest whole number).
- [F3]At the Effective Time, each share of 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 Coursera Common Stock.
- [F4]Shares held by The Sarrazin Revocable Trust u/a/d 12/14/2007, of which the reporting person and his spouse are trustees and beneficiaries.