About the Directed Share Program for instructors

We recently filed a registration statement with the US Securities and Exchange Commission indicating intent to conduct an initial public offering (IPO). Instructors have played an important role in helping us reach this milestone. So, we’re offering eligible instructors the option to participate in a Directed Share Program.

 

What is a Directed Share Program?

 

In a Directed Share Program (DSP), a company that is going public can reserve a certain portion of the shares it plans to sell at its IPO for purchase by certain individuals. In Udemy’s case, we’re reserving 5% of our IPO stock for instructors. An eligible instructor can request to purchase shares through the program. Any shares they purchase this way will be purchased at the initial public offering price, and purchasing them won’t incur any brokerage fees.

 

Who is invited to participate in the Directed Share Program?

 

To be eligible for the DSP as an instructor, as of October 1, 2021 you must:

• Be in good standing on Udemy 
• Have at least one public, active (published) course
• Have at least 10 students enrolled in your courses
• Have an active tax form on file
• Reside in a country that permits participation in a US DSP

 

Beyond these criteria, many countries permit us to invite only a limited number of instructors to participate in a DSP. In these countries, priority of invitation will be determined by all-time earnings.

 

You can view a list of DSP-eligible countries and territories here. 

 

What should I expect if I want to participate?

 

If you’re eligible to participate, you’ll receive an email from Udemy with your invitation. Following this, our DSP administrator Morgan Stanley will contact you via email with more detailed directions on how to use their secure portal to indicate your intent to participate, request to purchase your desired number of shares, and complete the transaction if/when your requested shares become available for purchase.

 

Indicating your intent to purchase does not commit you to purchasing. 

 

Please note that the DSP portal and all communication from Morgan Stanley will be available in English only.

 

Can Udemy tell me if I should participate in the Directed Share Program?

 

Participation in the DSP is completely optional and won’t have any effect on your standing on Udemy. We can’t advise instructors on whether or not to participate. If you’re considering participating, be aware that any purchase of Udemy common stock is an investment subject to the inherent risks of the stock market as well as other risks. 

 

In accordance with Rules 134(b)(1) and 134(d) of the Securities Act of 1933, as amended, please note the following:

 

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective.  These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.  This letter shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

 

No offer to buy the securities can be accepted and no part of the purchase price can be received until the registration statement has become effective, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to notice of its acceptance given after the effective date.  An indication of interest in response to this communication will involve no obligation or commitment of any kind.