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 *

SCHLEIN TED
2. Issuer Name and Ticker or Trading Symbol

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

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

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

11/21/2017
(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   11/21/2017     M    45306   A $12.50   57286   D    
Common Stock   11/21/2017     M    50251   A $7.04   107537   D    
Common Stock   11/21/2017     M    41364   A $7.65   148901   D    
Common Stock   11/21/2017     M    58175   A $5   207076   D    
Common Stock                  5926799   I   See footnote   (1) (2)
Common Stock                  45000   I   Schlein Family Trust Dtd 4/20/99  

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
Director Stock Option (right to buy)   $12.5   11/21/2017     M         45306      (3) 11/11/2023   Common Stock   45306.0   $0   0   D    
Director Stock Option (right to buy)   $7.04   11/21/2017     M         50251      (3) 6/29/2024   Common Stock   50251.0   $0   0   D    
Director Stock Option (right to buy)   $7.65   11/21/2017     M         41364      (3) 6/3/2025   Common Stock   41364.0   $0   0   D    
Director Stock Option (right to buy)   $5.0   11/21/2017     M         58175      (3) 6/1/2026   Common Stock   58175.0   $0   0   D    

Explanation of Responses:
(1)  The shares are directly held by Kleiner Perkins Caufield & Byers XIII, LLC ("KPCB XIII"). All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee". The managing member of KPCB XIII is KPCB XIII Associates, LLC ("XIII Associates"). The Reporting Person is a managing director of XIII Associates and shares voting and dispositive control over the shares with the other individual managing directors of XIII Associates, none of whom has veto power. Excludes 428,336 shares of Common Stock in which KPCB XIII has no pecuniary interest that are beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers and held for convenience in the name of "KPCB Holdings, Inc. as nominee," for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares.
(2)  The Reporting Person disclaims beneficial ownership of the CHGG common stock held by KPCB XIII except to the extent of his pecuniary interest therein.
(3)  100% of the shares subject to the option are fully vested.

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



Signatures
/s/ Ted Schlein by Dave Borders, Attorney-in-Fact 11/22/2017
** 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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