Amended Statement of Changes in Beneficial Ownership (4/a)

Date : 07/19/2019 @ 10:11PM
Source : Edgar (US Regulatory)
Stock : Chegg Inc (CHGG)
Quote : 33.28  -0.64 (-1.89%) @ 12:59AM

Amended Statement of Changes in Beneficial Ownership (4/a)

FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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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
                      

1. Name and Address of Reporting Person *

BROWN ANDREW J
2. Issuer Name and Ticker or Trading Symbol

CHEGG, INC [ CHGG ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CHIEF FINANCIAL OFFICER
(Last)          (First)          (Middle)

C/O CHEGG, INC, 3990 FREEDOM CIR
3. Date of Earliest Transaction (MM/DD/YYYY)

1/31/2019
(Street)

SANTA CLARA, CA 95054
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

2/5/2019 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   1/31/2019     M (1)    78295   A $7.875   207854   (2) I   (3) By Andy and Pam Brown Family Trust   (4)
Common Stock   1/31/2019     M (1)    2975   A $7.875   210829   (5) I   By Andy and Pam Brown Family Trust   (4)
Common Stock   1/31/2019     S (1)    81270   D $35.18   (6) 129559   (7) I   By Andy and Pam Brown Family Trust   (4)
Common Stock                  471655   (8) D   (3)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  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 August 2, 2018.
(2)  The previously reported number of 207,584 shares owned by the Andy and Pam Brown Family Trust was incorrectly reported in Form 4 filed by the Reporting Person on February 4, 2019 due to an administrative error. The corrected total is 207,854.
(3)  In the previous Form 4 filed with the SEC, the Reporting Person reported 584,097 shares held directly and 17,117 shares held indirectly by the Andy and Pam Brown Family Trust. The nature of beneficial ownership is corrected on this Form 4.
(4)  The Reporting Person is a Co-Trustee.
(5)  The previously reported number of 210,559 shares owned by the Andy and Pam Brown Family Trust was incorrectly reported in Form 4 filed by the Reporting Person on February 4, 2019 due to an administrative error. The corrected total is 210,829.
(6)  This transaction was executed in multiple trades at prices ranging from $35.00 to $35.57; 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.
(7)  The previously reported number of 129,289 shares owned by the Andy and Pam Brown Family Trust was incorrectly reported in Form 4 filed by the Reporting Person on February 4, 2019 due to an administrative error. The corrected total is 129,559.
(8)  The previously reported number of 296,655 shares owned by Andrew Brown was incorrectly reported in Form 4 filed by the Reporting Person on February 4, 2019 due to an administrative error. The corrected total is 471,655.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BROWN ANDREW J
C/O CHEGG, INC
3990 FREEDOM CIR
SANTA CLARA, CA 95054


CHIEF FINANCIAL OFFICER

Signatures
/s/ Andrew J. Brown by Dave Borders, Attorney-in-Fact 7/19/2019
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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