Statement of Changes in Beneficial Ownership (4)
June 21 2019 - 7:39PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
ROSENSWEIG DANIEL
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2. Issuer Name
and
Ticker or Trading Symbol
CHEGG, INC
[
CHGG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
PRESIDENT, CEO & CO-CHAIRMAN
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(Last)
(First)
(Middle)
C/O CHEGG, INC, 3990 FREEDOM CIR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/20/2019
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(Street)
SANTA CLARA, CA 95054
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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6/20/2019
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M
(1)
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100000
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A
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$12.50
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2322754
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D
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Common Stock
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6/20/2019
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S
(1)
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100000
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D
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$39.85
(2)
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2222754
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D
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Common Stock
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6/20/2019
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M
(1)
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50000
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A
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$12.50
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2272754
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D
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Common Stock
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6/20/2019
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S
(1)
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50000
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D
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$39.85
(3)
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2222754
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D
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Common Stock
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6/20/2019
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M
(4)
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10000
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A
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$7.875
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10000
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I
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See footnote.
(5)
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Common Stock
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6/20/2019
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S
(4)
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10000
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D
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$39.97
(6)
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0
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I
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See footnote.
(5)
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Common Stock
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6/20/2019
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M
(4)
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5000
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A
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$7.875
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5000
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I
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See footnote.
(5)
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Common Stock
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6/20/2019
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S
(4)
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5000
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D
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$40.05
(7)
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0
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I
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See footnote.
(5)
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Common Stock
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69346
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I
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See footnote
(8)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (right to buy)
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$12.5
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6/20/2019
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M
(1)
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100000
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(9)
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11/11/2023
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Common Stock
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100000.0
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$0
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431073
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D
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Employee Stock Option (right to buy)
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$12.5
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6/20/2019
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M
(1)
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50000
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(10)
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11/11/2023
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Common Stock
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50000.0
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$0
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381073
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D
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Non-qualified Stock Option (right to buy)
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$7.875
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6/20/2019
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M
(4)
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10000
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(9)
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2/3/2020
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Common Stock
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10000.0
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$0
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13251
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I
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See footnote
(5)
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Non-qualified Stock Option (right to buy)
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$7.875
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6/20/2019
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M
(4)
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5000
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(9)
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2/3/2020
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Common Stock
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5000.0
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$0
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8251
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I
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See footnote
(5)
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Explanation of Responses:
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(1)
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The exercise of options and sale of the resultant shares reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 14, 2019.
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(2)
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This transaction was executed in multiple trades at prices ranging from $39.41 to $40.64; the price reported above reflects the weighted average sale price. The reporting person will provide to the Commission, the issuer and any stockholder, upon request, full information regarding the number of shares and prices at which the transactions were effected.
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(3)
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This transaction was executed in multiple trades at prices ranging from $39.43 to $40.60; the price reported above reflects the weighted average sale price. The reporting person will provide to the Commission, the issuer and any stockholder, upon request, full information regarding the number of shares and prices at which the transactions were effected.
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(4)
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The exercise of options and sale of the resultant shares reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Daniel Lee Rosensweig and Linda Rosensweig, Co-Trustees of The Rosensweig 2012 Irrevocable Children's Trust u/a/d 11/6/2012 on February 14, 2019.
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(5)
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Held by Daniel L and Linda Rosensweig, Co-Trustees of The Rosensweig 2012 Irrevocable Children's Trust u/a/d 11/6/2012. The Reporting Person is a Co-Trustee.
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(6)
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This transaction was executed in multiple trades at prices ranging from $39.43 to $40.61; the price reported above reflects the weighted average sale price. The reporting person will provide to the Commission, the issuer and any stockholder, upon request, full information regarding the number of shares and prices at which the transactions were effected.
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(7)
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This transaction was executed in multiple trades at prices ranging from $39.70 to $40.61; the price reported above reflects the weighted average sale price. The reporting person will provide to the Commission, the issuer and any stockholder, upon request, full information regarding the number of shares and prices at which the transactions were effected.
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(8)
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Held by Daniel L and Linda Rosensweig, Co-Trustees of the Rosensweig Family Revocable Trust U/A/D 03-12-07. The Reporting Person is a Co-Trustee.
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(9)
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The stock option grant is fully vested.
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(10)
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The stock option will vest as to 33% of the total number of shares on November 12, 2014, and thereafter shall vest as to 1/24 of the remaining shares in equal monthly installments, until such time as the option is 100%, vested subject to the continuing employment of the Reporting Person on each vesting date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ROSENSWEIG DANIEL
C/O CHEGG, INC
3990 FREEDOM CIR
SANTA CLARA, CA 95054
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X
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PRESIDENT, CEO & CO-CHAIRMAN
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Signatures
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/s/ Daniel Rosensweig by Dave Borders, Attorney-in-Fact
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6/21/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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