1
|
|
NAMES
OF REPORTING PERSON(S)
NEA 13 GP, LTD
|
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐
|
3
|
|
SEC
USE ONLY
|
|
|
4
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands exempted company
|
|
|
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
|
5
|
|
SOLE
VOTING POWER
0
|
|
6
|
|
SHARED
VOTING POWER
15,867,769
shares
|
|
7
|
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
|
SHARED
DISPOSITIVE POWER
15,867,769
shares
|
|
|
|
|
|
9
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,867,769
shares
|
|
|
10
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐
|
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.3%
|
|
|
12
|
|
TYPE
OF REPORTING PERSON
CO
|
|
|
CUSIP
No. 22266M104
|
13G
|
Page
5 of 19 Pages
|
1
|
|
NAMES
OF REPORTING PERSON(S)
New Enterprise Associates 17, L.P.
|
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐
|
3
|
|
SEC
USE ONLY
|
|
|
4
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware limited partnership
|
|
|
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
|
5
|
|
SOLE
VOTING POWER
0
|
|
6
|
|
SHARED
VOTING POWER
15,867,769
shares
|
|
7
|
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
|
SHARED
DISPOSITIVE POWER
15,867,769
shares
|
|
|
|
|
|
9
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,867,769
shares
|
|
|
10
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐
|
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.3%
|
|
|
12
|
|
TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 22266M104
|
13G
|
Page
6 of 19 Pages
|
1
|
|
NAMES
OF REPORTING PERSON(S)
NEA
Partners 17, L.P.
|
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐
|
3
|
|
SEC
USE ONLY
|
|
|
4
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware exempted limited partnership
|
|
|
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
|
5
|
|
SOLE
VOTING POWER
0
|
|
6
|
|
SHARED
VOTING POWER
15,867,769
shares
|
|
7
|
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
|
SHARED
DISPOSITIVE POWER
15,867,769
shares
|
|
|
|
|
|
9
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,867,769
shares
|
|
|
10
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐
|
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.3%
|
|
|
12
|
|
TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 22266M104
|
13G
|
Page
7 of 19 Pages
|
1
|
|
NAMES
OF REPORTING PERSON(S)
NEA 17 GP, LLC
|
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐
|
3
|
|
SEC
USE ONLY
|
|
|
4
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware limited liability company
|
|
|
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
|
5
|
|
SOLE
VOTING POWER
0
|
|
6
|
|
SHARED
VOTING POWER
15,867,769
shares
|
|
7
|
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
|
SHARED
DISPOSITIVE POWER
15,867,769
shares
|
|
|
|
|
|
9
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,867,769
shares
|
|
|
10
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐
|
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.3%
|
|
|
12
|
|
TYPE
OF REPORTING PERSON
OO
|
|
|
CUSIP
No. 22266M104
|
13G
|
Page
8 of 19 Pages
|
1
|
|
NAMES
OF REPORTING PERSON(S)
Forest
Baskett
|
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐
|
3
|
|
SEC
USE ONLY
|
|
|
4
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
|
|
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
|
5
|
|
SOLE
VOTING POWER
0 shares
|
|
6
|
|
SHARED
VOTING POWER
15,867,769
shares
|
|
7
|
|
SOLE
DISPOSITIVE POWER
0 shares
|
|
8
|
|
SHARED
DISPOSITIVE POWER
15,867,769
shares
|
|
|
|
|
|
9
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,867,769 shares
|
|
|
10
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐
|
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.3%
|
|
|
12
|
|
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP
No. 22266M104
|
13G
|
Page
9 of 19 Pages
|
1
|
|
NAMES
OF REPORTING PERSON(S)
Patrick J. Kerins
|
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐
|
3
|
|
SEC
USE ONLY
|
|
|
4
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States citizen
|
|
|
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
|
5
|
|
SOLE
VOTING POWER
0
|
|
6
|
|
SHARED
VOTING POWER
13,661,886
shares
|
|
7
|
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
|
SHARED
DISPOSITIVE POWER
13,661,886
shares
|
|
|
|
|
|
9
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,661,886
shares
|
|
|
10
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐
|
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.7%
|
|
|
12
|
|
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP
No. 22266M104
|
13G
|
Page
10 of 19 Pages
|
1
|
|
NAMES
OF REPORTING PERSON(S)
Scott D. Sandell
|
|
|
2
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
☐
(b)
☐
|
3
|
|
SEC
USE ONLY
|
|
|
4
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
|
|
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
|
5
|
|
SOLE
VOTING POWER
0
shares
|
|
6
|
|
SHARED
VOTING POWER
15,867,769
shares
|
|
7
|
|
SOLE
DISPOSITIVE POWER
0
shares
|
|
8
|
|
SHARED
DISPOSITIVE POWER
15,867,769
shares
|
|
|
|
|
|
9
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,867,769
shares
|
|
|
10
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐
|
11
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.3%
|
|
|
12
|
|
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP
No. 22266M104
|
13G
|
Page
11 of 19 Pages
|
Item
1(a).
|
Name
of Issuer:
|
Coursera, Inc.
Item
1(b).
|
Address
of Issuer's Principal Executive Offices:
|
381 E. Evelyn Ave., Mountain View, CA 94041
Item
2(a).
|
Names
of Persons Filing:
|
(a)
New Enterprise Associates 13, L.P. (“NEA 13”) and New Enterprise Associates 17, L.P. (“NEA 17”); (“NEA
17” and, collectively with NEA 13, the “Funds”);
(b)
NEA Partners 13, L.P. (“NEA Partners 13”), which is the sole general partner of NEA 13; NEA Partners 17, L.P. (“NEA
Partners 17” and, collectively with NEA Partners 13, the “GPLPs”), which is the sole general partner of NEA 17;
NEA 13 GP, LTD (“NEA 13 GP”), which is the sole general partner of NEA Partners 13; and NEA 17 GP, LLC (“NEA 17 GP”
and, collectively with the GPLPs and NEA 13 GP, the “Control Entities”), which is the sole general partner of NEA Partners
17;
(c)
Forest Baskett (“Baskett”), Patrick J. Kerins (“Kerins”), and Scott D. Sandell (“Sandell”) (together,
the “Managers”).
Baskett
and Sandell are directors of NEA 13 GP and managers of NEA 17 GP (the “Dual Managers”). Kerins is a director of NEA 13 GP.
The
persons named in this Item 2(a) are referred to individually herein as a “Reporting Person” and collectively as the “Reporting
Persons.”
Item
2(b).
|
Address
of Principal Business Office or, if none, Residence:
|
The address of the principal business office of the Funds, each Control
Entity and Sandell is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business
office of Baskett is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business
office of Kerins is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815.
Each of NEA 13 and NEA Partners 13 is a Cayman Islands exempted limited
partnership. NEA 13 GP is a Cayman Islands exempted company. Each of NEA 17 and NEA Partners 17 is a Delaware limited partnership. NEA
13 GP is Delaware limited liability company. Each of the Managers is a United States citizen.
Item
2(d).
|
Title
of Class of Securities.
|
Common Stock, $0.00001 par value (“Common Stock”).
22266M104
Item
3.
|
If this statement is filed pursuant to §§ 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
|
Not
Applicable.
CUSIP
No. 22266M104
|
13G
|
Page
12 of 19 Pages
|
|
(a)
|
Amount
Beneficially Owned:
|
|
(i)
|
NEA
13 is the record owner of 13,661,886 Common Stock as of December 31, 2021 (the “NEA
13 Shares”). As the sole general partner of NEA 13, NEA Partners 13 may be deemed to
own beneficially the NEA 13 Shares. As the sole general partner of NEA Partners 13, NEA 13
GP likewise may be deemed to own beneficially the NEA 13 Shares. As the individual directors
of NEA 13 GP, each of the Dual Managers and Kerins also may be deemed to own beneficially
the NEA 13 Shares.
|
|
(ii)
|
NEA
17 is the record owner of 2,205,883 Common Stock as of December 31, 2021 (the “NEA
17 Shares”, collectively with the NEA 13 Shares, the “Firm Shares”). As
the sole general partner of NEA 17, NEA Partners 17 may be deemed to own beneficially the
NEA 17 Shares. As the sole general partner of NEA Partners 17, NEA 17 GP likewise may be
deemed to own beneficially the NEA 17 Shares. As the individual managers of NEA 17 GP, each
of the Dual Managers also may be deemed to own beneficially the NEA 17 Shares.
|
|
(iii)
|
By
virtue of their relationship as affiliated entities, whose controlling entities have substantially
overlapping individual controlling persons, each of the Funds, the Control Entities and the
Dual Managers may be deemed to share the power to direct the disposition and vote of the
Firm Shares.
|
|
(b)
|
Percent
of Class: See Line 11 of cover sheets. The percentages set forth on the cover sheet for each
Reporting Person are calculated based on 140,589,748 Common Stock reported by the Issuer
to be outstanding as of October 31, 2021 on Form 10-Q as filed with the Securities and Exchange
Commission on November 10, 2021.
|
|
(c)
|
Number of shares
as to which such person has:
|
|
(i)
|
sole
power to vote or to direct the vote: See Line 5 of cover sheets.
|
|
(ii)
|
shared
power to vote or to direct the vote: See Line 6 of cover sheets.
|
|
(iii)
|
sole
power to dispose or to direct the disposition of: See Line 7 of cover sheets.
|
|
(iv)
|
shared
power to dispose or to direct the disposition of: See Line 8 of cover sheets.
|
Each
Reporting Person disclaims beneficial ownership of such Securities except for the shares, if any, such Reporting Person holds of record.
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
Not applicable.
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
Not applicable.
CUSIP
No. 22266M104
|
13G
|
Page
13 of 19 Pages
|
Item
7.
|
Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company or Control Person.
|
Not
applicable.
Item
8.
|
Identification
and Classification of Members of the Group.
|
Not applicable. The Reporting Persons expressly disclaim membership
in a “group” as used in Rule 13d-5(b).
Item
9.
|
Notice
of Dissolution of Group.
|
Not
applicable.
Not applicable. This Schedule 13G is not filed pursuant to
Rule 13d-1(b) or Rule 13d–1(c).
Material
to be Filed as Exhibits.
Exhibit 1 – Agreement
regarding filing of joint Schedule 13G.
Exhibit 2 – Power of
Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
CUSIP
No. 22266M104
|
13G
|
Page
14 of 19 Pages
|
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February
7, 2022
NEW
ENTERPRISE ASSOCIATES 13, L.P.
|
By:
|
NEA
PARTNERS 13, L.P.
General Partner
|
|
By:
|
NEA
13 GP, LTD
General Partner
|
By: *
Louis
S. Citron
Chief
Legal Officer
NEA
PARTNERS 13, L.P.
|
By:
|
NEA
13 GP, LTD
General Partner
|
By:
*
Louis
S. Citron
Chief
Legal Officer
NEA
13 GP, LTD
By: *
Louis
S. Citron
Chief
Legal Officer
*
Forest
Baskett
*
Patrick
J. Kerins
*
Scott D. Sandell
CUSIP
No. 22266M104
|
13G
|
Page
15 of 19 Pages
|
NEW
ENTERPRISE ASSOCIATES 17, L.P.
|
By:
|
NEA
PARTNERS 17, L.P.
General Partner
|
|
By:
|
NEA
17 GP, LLC
General Partner
|
By:
*
Scott
D. Sandell
Chief
Executive Officer
NEA
PARTNERS 17, L.P.
|
By:
|
NEA
17 GP, LLC
General Partner
|
By:
*
Scott
D. Sandell
Chief
Executive Officer
NEA
17 GP, LLC
By:
*
Scott
D. Sandell
Chief
Executive Officer
*
Forest
Baskett
*
Scott D. Sandell
*By:
/s/ Louis S. Citron
Louis S. Citron
As
attorney-in-fact
This Schedule 13G was executed by Louis S. Citron on behalf of the individuals
listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.
CUSIP
No. 22266M104
|
13G
|
Page
16 of 19 Pages
|
Exhibit
1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with
respect to the ownership by each of the undersigned of shares of stock of Coursera, Inc.
EXECUTED this 7th day
of February, 2022.
NEW
ENTERPRISE ASSOCIATES 13, L.P.
|
By:
|
NEA
PARTNERS 13, L.P.
General Partner
|
|
By:
|
NEA
13 GP, LTD
General Partner
|
By: *
Louis
S. Citron
Chief
Legal Officer
NEA
PARTNERS 13, L.P.
|
By:
|
NEA
13 GP, LTD
General Partner
|
By:
*
Louis
S. Citron
Chief
Legal Officer
NEA
13 GP, LTD
By: *
Louis
S. Citron
Chief
Legal Officer
*
Forest
Baskett
*
Patrick
J. Kerins
*
Scott D. Sandell
CUSIP
No. 22266M104
|
13G
|
Page
17 of 19 Pages
|
NEW
ENTERPRISE ASSOCIATES 17, L.P.
|
By:
|
NEA
PARTNERS 17, L.P.
General Partner
|
|
By:
|
NEA
17 GP, LLC
General Partner
|
By:
*
Scott
D. Sandell
Chief
Executive Officer
NEA
PARTNERS 17, L.P.
|
By:
|
NEA
17 GP, LLC
General Partner
|
By:
*
Scott
D. Sandell
Chief
Executive Officer
NEA
17 GP, LLC
By:
*
Scott
D. Sandell
Chief
Executive Officer
*
Forest
Baskett
*
Scott D. Sandell
*By:
/s/ Louis S. Citron
Louis S. Citron
As
attorney-in-fact
This Agreement was executed by Louis S. Citron on behalf of the individuals
listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.
CUSIP
No. 22266M104
|
13G
|
Page
18 of 19 Pages
|
Exhibit
2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without
the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates
and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or
her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability
company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in
connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the
Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to
do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she
might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully
do or cause to be done by virtue hereof.
IN
WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.
/s/ M. James Barrett
M. James Barrett
/s/ Peter J. Barris
Peter J. Barris
/s/ Forest Baskett
Forest Baskett
/s/ Ali Behbahani
Ali
Behbahani
/s/ Colin Bryant
Colin
Bryant
/s/ Carmen Chang
Carmen Chang
/s/ Anthony A. Florence,
Jr.
Anthony
A. Florence, Jr.
/s/ Carol G. Gallagher
Carol G. Gallagher
/s/ Dayna Grayson
Dayna Grayson
/s/ Patrick J. Kerins
Patrick J. Kerins
CUSIP
No. 22266M104
|
13G
|
Page
19 of 19 Pages
|
/s/ P. Justin Klein
P. Justin Klein
/s/ Vanessa Larco
Vanessa Larco
/s/ Joshua Makower
Joshua Makower
/s/ Mohamad H. Makhzoumi
Mohamad H. Makhzoumi
/s/ Edward T. Mathers
Edward T. Mathers
/s/ David M. Mott
David M. Mott
/s/
Sara M. Nayeem
Sara M. Nayeem
/s/ Jason R. Nunn
Jason R. Nunn
/s/ Gregory Papadopoulos
Gregory Papadopoulos
/s/ Chetan Puttagunta
Chetan Puttagunta
/s/ Jon Sakoda
Jon Sakoda
/s/ Scott D. Sandell
Scott D.
Sandell
/s/ A. Brooke Seawell
A. Brooke Seawell
/s/ Peter W. Sonsini
Peter W. Sonsini
/s/ Melissa Taunton
Melissa Taunton
/s/ Frank M. Torti
Frank M. Torti
/s/ Ravi Viswanathan
Ravi Viswanathan
/s/ Paul E. Walker
Paul E. Walker
/s/ Rick Yang
Rick Yang