As filed with the Securities and Exchange Commission on February 22, 2024
Registration No. 333-          
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________________________________
COURSERA, INC.
(Exact name of registrant as specified in its charter)
__________________________________________________
Delaware
(State or other jurisdiction of
incorporation or organization)
45-3560292
(I.R.S. Employer
Identification No.)
381 E. Evelyn Ave.
Mountain View, California
(Address of principal executive offices)
94041
(Zip Code)

Coursera, Inc. 2021 Stock Incentive Plan
Coursera, Inc. 2021 Employee Stock Purchase Plan
(Full titles of the plans)

Jeffrey N. Maggioncalda
President and Chief Executive Officer
381 E. Evelyn Ave.
Mountain View, California 94041
(Name and address of agent for service)
(650) 963-9884
(Telephone number, including area code, of agent for service)
_________________________

Copies to:
Davina K. Kaile, Esq.
Pillsbury Winthrop Shaw Pittman LLP
2550 Hanover Street
Palo Alto, California 94304
(650) 233-4500
(650) 233-4545 facsimile
_____________________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerxAccelerated filero
Non-accelerated fileroSmaller reporting companyo
Emerging growth companyo  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act.



PART I
INFORMATION REQUIRED IN THE PROSPECTUS
General Instruction E Information
Pursuant to General Instruction E to Form S-8, this Registration Statement on Form S-8 (the “Registration Statement”) is being filed with the U.S. Securities and Exchange Commission (the “SEC”) for the purpose of increasing the number of securities of the same class as other securities for which certain Registration Statements on Form S-8 relating to the same employee benefit plans are effective. Specifically, this Registration Statement is being filed to register (i) 7,766,026 additional shares of common stock of Coursera, Inc. (the “Registrant”) for issuance under the Coursera, Inc. 2021 Stock Incentive Plan and (ii) 1,553,205 additional shares of common stock of the Registrant for issuance under the Coursera, Inc. 2021 Employee Stock Purchase Plan, pursuant to the provisions of such plans that provide for automatic annual increases in the number of shares reserved for issuance thereunder. This Registration Statement hereby incorporates by reference the contents of the Registrant’s Registration Statements on Form S-8 filed with the SEC on April 1, 2021 (File No. 333-254939), March 3, 2022 (File No. 333-263273), and February 23, 2023 (File No. 333-269960), excluding reports that the Registrant filed with the SEC that were incorporated into such registration statements to maintain current information about the Registrant, pursuant to General Instruction E to Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.   Incorporation of Documents by Reference.
The following documents filed by the Registrant with the SEC are hereby incorporated by reference in this Registration Statement:
(a)The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 22, 2024; and

(b)The description of the Registrant’s common stock set forth in Exhibit 4.2 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, filed on March 3, 2022, together with any amendments or reports filed with the SEC for the purpose of updating such description.
In addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (excluding any portions thereof furnished by the Registrant, including, but not limited to, information furnished under Item 2.02 and Item 7.01 and any exhibits relating to Item 2.02 or Item 7.01 furnished under Item 9.01 of a Current Report on Form 8-K and any certification required by 18 U.S.C. § 1350), subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any subsequently filed document that also is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such statement.




Item 8.   Exhibits.
Exhibit No.Description
4.1
5.1
23.1
23.2
24.1
99.1
99.2
107

Item 9.   Undertakings.
(a)The undersigned Registrant hereby undertakes:
(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective Registration Statement;
(iii)to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.



(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b)The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.




SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California, on February 22, 2024.
COURSERA, INC.
By:/s/ Jeffrey N. Maggioncalda
Jeffrey N. Maggioncalda
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey N. Maggioncalda and Kenneth R. Hahn, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-facts and agents, or his or her substitute or resubstitute, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.



Signature Title Date
/s/ Jeffrey N. Maggioncalda President, Chief Executive Officer, and Director February 22, 2024
Jeffrey N. Maggioncalda(Principal Executive Officer)
/s/ Kenneth R. HahnSenior Vice President, Chief Financial Officer, and Treasurer February 22, 2024
Kenneth R. Hahn(Principal Financial Officer)
/s/ Michele M. MeyersVice President, Accounting and Chief Accounting Officer February 22, 2024
Michele M. Meyers(Principal Accounting Officer)
/s/ Andrew Y. NgChairmanFebruary 22, 2024
Andrew Y. Ng
/s/ Carmen ChangDirectorFebruary 22, 2024
Carmen Chang
/s/ Amanda M. ClarkDirectorFebruary 22, 2024
Amanda M. Clark
/s/ Christopher D. McCarthyDirectorFebruary 22, 2024
Christopher D. McCarthy
/s/ Theodore R. MitchellDirectorFebruary 22, 2024
Theodore R. Mitchell
/s/ Susan W. MuigaiDirectorFebruary 22, 2024
Susan W. Muigai
/s/ Scott D. SandellDirectorFebruary 22, 2024
Scott D. Sandell
/s/ Sabrina L. SimmonsDirectorFebruary 22, 2024
 Sabrina L. Simmons




Exhibit 107

Calculation of Filing Fee Tables
S-8
(Form Type)

Coursera, Inc.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security TypeSecurity Class TitleFee Calculation RuleAmount Registered(1)Proposed Maximum Offering Price Per UnitMaximum Aggregate Offering PriceFee RateAmount of Registration Fee
Fees to be PaidEquity
Common stock, $0.00001 par value per share
To be issued under the Coursera, Inc. 2021 Stock Incentive Plan
457(a)
7,766,026
$16.27 (2)
$126,353,243.02$0.0001476$18,649.74
To be issued under the Coursera, Inc. 2021 Employee Stock Purchase Plan
457(a)
1,553,205
$13.83 (3)
$21,480,825.15$0.0001476$3,170.57
Fees Previously Paid
Total Offering Amounts$147,834,068.17$21,820.31
Total Fees Already Paid
Total Fee Offsets
Net Fee Due$21,820.31

(1)Pursuant to Rule 416(a) of the Securities Act of 1933 (the “Securities Act”), this Registration Statement on Form S-8 also covers any additional securities that may be offered or become issuable under the Coursera, Inc. 2021 Stock Incentive Plan or the Coursera, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”) in connection with any stock split, stock dividend, recapitalization, or any other similar transaction effected without receipt of consideration, which results in an increase in the number of the Registrant’s outstanding shares of common stock.
(2)Estimated in accordance with Rules 457(c) and (h) under the Securities Act solely for the purposes of calculating the registration fee, based on the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on February 21, 2024.
(3)Estimated in accordance with Rules 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of 85% of the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on February 21, 2024. Pursuant to the ESPP, the purchase price of common stock will be 85% of the lower of the fair market value of the common stock on the first trading day of the offering period or on the purchase date.


Exhibit 5.1



Pillsbury Winthrop Shaw Pittman LLP
2550 Hanover Street
Palo Alto, California 94304

February 22, 2024


Coursera, Inc.
381 E. Evelyn Ave.
Mountain View, California 94041

Ladies and Gentlemen:
We are acting as counsel for Coursera, Inc., a Delaware public benefit corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933 (the “Act”) relating to the registration of 9,319,231 shares (the “Shares”) of the Company’s common stock, $0.00001 par value per share, issuable pursuant to the Company’s 2021 Stock Incentive Plan and 2021 Employee Stock Purchase Plan (collectively, the “Plans”).
We have reviewed the Registration Statement, the Plans, and such other documents, records, certificates, and other materials, and have reviewed and are familiar with such corporate proceedings and satisfied ourselves as to such other matters, as we have considered relevant or necessary as a basis for our opinions set forth in this letter. In such review, we have assumed the accuracy and completeness of all agreements, documents, records, certificates, and other materials submitted to us, the conformity with the originals of all such materials submitted to us as copies (whether or not certified and including facsimiles), the authenticity of the originals of such materials and all materials submitted to us as originals, the genuineness of all signatures, and the legal capacity of all natural persons.
On the basis of the assumptions and subject to the qualifications and limitations set forth herein, we are of the opinion that the Shares have been duly authorized and, when issued and sold in accordance with the Plans, will be validly issued, fully paid, and nonassessable.
Our opinions set forth in this letter are limited to the General Corporation Law of the State of Delaware, as in effect on the date hereof.
We hereby consent to the filing of this letter as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC thereunder.
Very truly yours,
/s/ Pillsbury Winthrop Shaw Pittman LLP


Exhibit 23.1


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 22, 2024, relating to the financial statements of Coursera, Inc. (the “Company”) and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2023.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
February 22, 2024

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