| Item 1. | |
| (a) | Name of issuer:
Udemy, Inc. |
| (b) | Address of issuer's principal executive offices:
600 Harrison Street, 3rd Floor,San Francisco, California 94107 |
| Item 2. | |
| (a) | Name of person filing:
This Schedule is jointly filed by Prosus N.V., a public limited liability company incorporated under the laws of the Netherlands ("Prosus"), MIH Edtech Investments B.V., a private limited liability company organized under the laws of the Netherlands ("Edtech"), and Naspers Ltd, a public limited liability company organized under the laws of the Republic of South Africa ("Naspers"). The foregoing entities are collectively referred to as the "Reporting Persons." |
| (b) | Address or principal business office or, if none, residence:
The address for each of the Reporting Persons is:
Prosus N.V.
Symphony Offices
Gustav Mahlerplein 5
Amsterdam, 1082 MS
The Netherlands
MIH Edtech Investments B.V.
Symphony Offices
Gustav Mahlerplein 5
Amsterdam, 1082 MS
The Netherlands
Naspers Ltd
Media24 Centre
40 Heerengracht
Cape Town 8001
South Africa |
| (c) | Citizenship:
See row 4 of the cover page for each Reporting Person. |
| (d) | Title of class of securities:
Common Stock, par value $0.00001 |
| (e) | CUSIP No.:
902685106 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See the response to row 9 of the Cover Page for each Reporting Person. The shares are held of record by Edtech. Edtech is a subsidiary of Prosus, a publicly traded company whose shares are listed on the Euronext Amsterdam. A majority of the voting power of the outstanding ordinary shares of Prosus is held by Naspers a publicly traded company whose shares are listed on the Johannesburg Stock Exchange. As a result, the shares held by Edtech may be deemed to be beneficially owned by Prosus and Naspers. Naspers employs a differential voting structure involving two South African entities, Naspers Beleggings (RF) Beperk ("Nasbel") and Keeromstraat 30 Beleggings (RF) Beperk ("Keerom"), the sole remit of which is to protect the continued independence of Naspers. Each of Nasbel and Keerom disclaims beneficial ownership of all shares, except to the extent of their respective pecuniary interests therein, if any. |
| (b) | Percent of class:
See the response to row 11 of the Cover Page for each Reporting Person. Percentage ownership is based on 148,731,313 shares of Common Stock outstanding as of April 24, 2025, as reported in the Issuer's Quarterly Report for the quarterly period ended March 31, 2025, filed with the SEC on May 1, 2025. The shares are held of record by Edtech. Edtech is a subsidiary of Prosus, a publicly traded company whose shares are listed on the Euronext Amsterdam. A majority of the voting power of the outstanding ordinary shares of Prosus is held by Naspers a publicly traded company whose shares are listed on the Johannesburg Stock Exchange. As a result, the shares held by Edtech may be deemed to be beneficially owned by Prosus and Naspers. Naspers employs a differential voting structure involving two South African entities, Nasbel and Keerom, the sole remit of which is to protect the continued independence of Naspers. Each of Nasbel and Keerom disclaims beneficial ownership of all shares, except to the extent of their respective pecuniary interests therein, if any. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See the response to row 5 of the Cover Page for each Reporting Person.
|
| | (ii) Shared power to vote or to direct the vote:
See the response to row 6 of the Cover Page for each Reporting Person.
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| | (iii) Sole power to dispose or to direct the disposition of:
See the response to row 7 of the Cover Page for each Reporting Person.
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| | (iv) Shared power to dispose or to direct the disposition of:
See the response to row 8 of the Cover Page for each Reporting Person.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)