Statement of Changes in Beneficial Ownership (4)

Date : 08/06/2019 @ 11:43PM
Source : Edgar (US Regulatory)
Stock : Chegg Inc (CHGG)
Quote : 33.28  -0.64 (-1.89%) @ 1:00AM

Statement of Changes in Beneficial Ownership (4)

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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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)

8/5/2019
(Street)

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

 
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   8/5/2019     M (1)    100000   A $12.50   184559   I   By Andy and Pam Brown Family Trust   (2)
Common Stock   8/5/2019     S (1)    100000   D $42.89   (3) 84559   I   By Andy and Pam Brown Family Trust   (2)
Common Stock   8/6/2019     M (1)    43754   A $12.50   128313   I   By Andy and Pam Brown Family Trust   (2)
Common Stock   8/6/2019     S (1)    43754   D $43.02   (4) 84559   I   By Andy and Pam Brown Family Trust   (2)
Common Stock                  259204   D    

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
Employee Stock Option (right to buy)   $12.5   8/5/2019     M   (1)       100000      (5) 11/11/2023   Common Stock   100000.0   $0   43754   D    
Employee Stock Option (right to buy)   $12.5   8/6/2019     M   (1)       43754      (5) 11/11/2023   Common Stock   43754.0   $0   0   D    

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 May 24, 2019.
(2)  The Reporting Person is a Co-Trustee.
(3)  This transaction was executed in multiple trades at prices ranging from $42.17 to $43.77; 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.
(4)  This transaction was executed in multiple trades at prices ranging from $42.27 to $43.55; 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.
(5)  The stock option grant is fully vested.

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 8/6/2019
** 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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