SecProbe.io

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 COURSERA, INC.
 2440 West El Camino Real, Suite 500
 Mountain View, California 94040

 March 6, 2026
 VIA EDGAR
 United States Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C.  20549

 Re:

 Coursera, Inc.
 Registration Statement on Form   S-4
 File   No.   333-293728

 Ladies and Gentlemen:
 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, we hereby respectfully request acceleration of the effective date of the Registration Statement
 on Form S-4 (File No. 333-293728) (the “Registration Statement”) of Coursera, Inc., so that such Registration Statement will be declared effective as of 4:00 p.m. (Eastern Time) on March 10, 2026, or as soon thereafter as practicable.
 Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wachtell, Lipton, Rosen & Katz, by calling Kyle Diamond at
 (212) 403-1077.
 Thank you for your assistance in this matter.

 Sincerely,

 COURSERA, INC.

 /s/ Alan B. Cardenas

 Alan B. Cardenas

 Senior Vice President, General Counsel and Secretary

 cc:
 Ronald C. Chen, Wachtell, Lipton, Rosen & Katz
 Kyle Diamond, Wachtell, Lipton, Rosen & Katz

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 27, 2026

Gregory Hart
Chief Executive Officer
Coursera, Inc.
2440 West El Camino Real, Suite 500
Mountain View, CA 94040

 Re: Coursera, Inc.
 Registration Statement on Form S-4
 Filed February 25, 2026
 File No. 333-293728
Dear Gregory Hart:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rule 461 regarding requests for acceleration. We remind
you that the
company and its management are responsible for the accuracy and adequacy of
their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Please contact Jeff Kauten at 202-551-3447 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Kyle Diamond
</TEXT>
</DOCUMENT>

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 Morgan Stanley & Co. LLC

1585 Broadway

 New York, New York 10036

Goldman Sachs & Co. LLC

 200 West Street

New York, New York 10282

 March 26, 2021

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attn:
 Jan Woo, Esq., Legal Branch Chief

 Edwin Kim, Esq., Staff Attorney

 Robert Littlepage, Accounting Branch Chief

 Claire DeLabar, Staff Accountant

Re:
 Coursera, Inc.

Registration Statement on Form S-1

Registration File No. 333-253932

Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended (the “Act”), we, the representatives of the several underwriters (the “Representatives”), hereby join in the request of Coursera, Inc. (the
“Company”) for acceleration of the effective date of the above-referenced Registration Statement on Form S-1, as amended, so that it will be declared effective at 4:00 PM, Eastern
Standard Time, on March 30, 2021 or as soon thereafter as practicable, or at such later time as the Company or its outside counsel, Pillsbury Winthrop Shaw Pittman LLP, may orally request via telephone call that such Registration Statement be
declared effective.

 Pursuant to Rule 460 under the Act, we, as the Representatives, wish to advise you that there have been, or there
will be, distributed to each underwriter or dealer who is reasonably anticipated to participate in the distribution of the securities as many copies of the preliminary prospectus as appears to be reasonable to secure adequate distribution of the
preliminary prospectus.

 We, the undersigned, as the Representatives, each confirm on behalf of ourselves and the other participating
underwriters that we have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issuance.

 Very truly yours,

MORGAN STANLEY & CO. LLC

 GOLDMAN SACHS & CO.
LLC

 As representatives of the several underwriters

 By: MORGAN STANLEY & CO. LLC

By:

/s/ Lauren E. Cummings

Name: Lauren E. Cummings

Title: Managing Director

 By: GOLDMAN SACHS & CO. LLC

By:

/s/ Lindsay Drucker Mann

Name: Lindsay Drucker Mann

Title: Managing Director

 [Signature Page to Underwriters’ Acceleration Request]

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 COURSERA, INC.

381 E. Evelyn Ave.

 Mountain View,
California 94041

 March 26, 2021

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Coursera, Inc.—Registration Statement – Form S-1

 File No. 333-253932

Ladies and Gentlemen:

 Pursuant to
Rule 461 under the Securities Act of 1933, as amended, Coursera, Inc. (the “Registrant”) hereby requests that the effective date of the above-referenced registration statement on
Form S-1 (File No. 333-253932) (the “Registration Statement”) be declared effective on March 30, 2021, at 4:00 p.m., Eastern Time, or as
soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Davina K. Kaile and Alexandra F. Calcado of Pillsbury Winthrop
Shaw Pittman LLP, counsel to the Registrant, to make such request on its behalf.

 Once the Registration Statement has been declared
effective, please orally confirm that event with Davina K. Kaile of Pillsbury Winthrop Shaw Pittman LLP, counsel to the Registrant, at (650) 233-4564, or in her absence, Alexandra F. Calcado at (212) 858-1108.

 [Signature Page Follows]

 Sincerely

COURSERA, INC.

By:

/s/ Jeffrey N. Maggioncalda

 Jeffrey N. Maggioncalda

 Chief Executive
Officer

 cc:    Davina K. Kaile, Esq.

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 Pillsbury Winthrop Shaw Pittman LLP

2550 Hanover Street | Palo Alto, CA 94304-1115 | tel 650.233.4500 | fax 650.233.4545

Davina K. Kaile

 tel:
+1.650.233.4564

 dkaile@pillsburylaw.com

VIA EDGAR

 March 22, 2021

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, NE

 Washington, DC 20549

Attn:
 Jan Woo, Esq., Legal Branch Chief

Edwin Kim, Esq., Staff Attorney

Robert Littlepage, Accounting Branch Chief

Claire DeLabar, Staff Accountant

Re:
 Coursera, Inc.

Registration Statement on Form S-1

Filed March 5, 2021

File No. 333-253932

Ladies and Gentlemen:

 On behalf of Coursera, Inc. (the
“Registrant”), we are providing this letter in response to the comments of the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) contained in its letter, dated
March 15, 2021 (the “Comment Letter”), relating to the Registrant’s Registration Statement on Form S-1, filed on March 5, 2021 (the “Registration
Statement”).

 The Registrant is concurrently filing an amended Registration Statement (“Amendment
No. 1”), which reflects changes made in response to certain of the comments contained in the Comment Letter. A copy of Amendment No. 1 marked to show all changes from the Registration Statement is being provided
supplementally with a copy of this letter for the convenience of the Staff.

 www.pillsburylaw.com

 U.S. Securities and Exchange Commission

March 22, 2021

 Page 2

 The responses below correspond to the numbering and headings of the paragraphs contained in the Comment
Letter, which for your convenience we have incorporated into this response letter in italics. Page references in the text of this response letter correspond to the page numbers of the Registration Statement or Amendment No. 1, as noted below.
Capitalized terms used in this letter but not otherwise defined in this letter shall have the meanings set forth in Amendment No. 1.

 Form S-1/A filed March 5, 2021

 Management’s Discussion and Analysis of Financial Condition and Results of
Operations Non GAAP Financial Measures, page 82

1.
 We note that you discuss both GAAP (net loss and net loss margin) along with Non- GAAP measures of Adjusted
EBITDA and Adjusted EBITDA margin on page 75. We also note that you discuss Key Metrics and non-GAAP measures beginning on page 82, but only begin discussing GAAP measures on page 87. Please revise to
highlight and focus on GAAP measures in the discussion with greater prominence and prior to your discussion of Metrics and Non-GAAP measures.

Response: The Registrant acknowledges the Staff’s comment and has moved the discussion regarding “Key Metrics and Non-GAAP Financial Measures” beginning on page 82 of the Registration Statement to follow the discussion of GAAP financial measures commencing on page 87 of the Registration Statement. Specifically, the
referenced discussion has been moved to follow both “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Components of Results of Operations” and “—Liquidity and Capital
Resources,” such that the GAAP measures are disclosed prior to, and with greater prominence than, the non-GAAP measures.

Results of Operations

Comparison of Years ended December 31, 2019 and 2020, page 90

2.
 We note that you expanded MD&A to state that the increase in revenues is due primarily to new customers
and to a lesser extent existing customers. Please supplementally confirm that the revenues per seat for Enterprise or Degree customers and per course revenue for Consumer customers has not changed significantly from period to period, which may
indicate a material trend, or alternatively, expand the discussion to address any trends in changes in unit pricing from period to period.

 www.pillsburylaw.com

 U.S. Securities and Exchange Commission

March 22, 2021

 Page 3

 Response: The Registrant supplementally confirms that to date it has not observed any
material trends related to changes in unit pricing from period to period in its Enterprise and Degrees offerings or in its fees for course certificates or a particular Specialization or Professional or MasterTrack Certificate for Consumer customers.
The Registrant further notes that with respect to its Enterprise offering: (a) it has not experienced significant changes in its pricing, and (b) the determinants of the prices charged to customers have not varied significantly. With
respect to Degrees revenue, as disclosed, the Registrant earns a Degrees service fee determined based on a percentage of total tuition collected from Degrees students by the university partner. The Registrant supplementally confirms that to date it
has not experienced significant changes in the Degrees service fee percentage. Further, while tuition amounts are determined by the university partners, the Registrant supplementally notes that changes in tuition have not had a material effect on
revenue. With respect to Consumer revenue, the Registrant supplementally also confirms that it has not experienced significant price changes for its course, Specialization, or certificate offerings from period to period. In response to the
Staff’s comment, the Registrant has added disclosure under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Components of Results of Operations—Revenue” to note that it
has not observed significant fluctuations from period to period in its pricing or service fee percentage for its Enterprise and Degrees offerings, respectively, or in its course, Specialization, and certificate offerings.

*****

 Please contact the
undersigned at (650) 233-4564 or dkaile@pillsburylaw.com with any questions regarding the responses to the Staff’s comments or Amendment No. 1, or if you require any additional information. Thank you
in advance for your attention to this matter.

 Sincerely,

 /s/ Davina K. Kaile

 Davina K. Kaile

cc:
 Anne T. Cappel

Alan F. Denenberg

 www.pillsburylaw.com

United States securities and exchange commission logo
March 15, 2021
Jeffrey N. Maggioncalda
Chief Executive Officer
Coursera, Inc.
381 E. Evelyn Ave.
Mountain View, CA 94041
Re:Coursera, Inc.
Registration Statement on Form S-1
Filed March 5, 2021
File No. 333-253932
Dear Mr. Maggioncalda:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1/A DRS filed February 24, 2021
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non GAAP Financial Measures, page 82
1.We note that you discuss both GAAP (net loss and net loss margin) along with Non-
GAAP measures of Adjusted EBITDA and Adjusted EBITDA margin on page 75.  We
also note that you discuss Key Metrics and non-GAAP measures beginning on page 82,
but only begin discussing GAAP measures on page 87.  Please revise to highlight and
focus on GAAP measures in the discussion with greater prominence and prior to your
discussion of Metrics and Non-GAAP measures.

 FirstName LastNameJeffrey N. Maggioncalda
 Comapany NameCoursera, Inc.
 March 15, 2021 Page 2
 FirstName LastName
Jeffrey N. Maggioncalda
Coursera, Inc.
March 15, 2021
Page 2
Results of Operations
Comparison of Years ended December 31, 2019 and 2020, page 90
2.We note that you expanded MD&A to state that the increase in revenues is due primarily
to new customers and to a lesser extent existing customers.  Please supplementally
confirm that the revenues per seat for Enterprise or Degree customers and per course
revenue for Consumer customers has not changed significantly from period to period,
which may indicate a material trend, or alternatively, expand the discussion to address any
trends in changes in unit pricing from period to period.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Claire DeLabar, Senior Staff Accountant, at (202) 551-3349 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Edwin Kim, Staff
Attorney, at (202) 551-3297 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Davina K. Kaile, Esq.

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 Pillsbury Winthrop Shaw Pittman LLP

2550 Hanover Street | Palo Alto, CA 94304-1115 | tel 650.233.4500 | fax 650.233.4545

March 5, 2021

 Davina K. Kaile

dkaile@pillsburylaw.com

 VIA EDGAR

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, NE

 Washington, DC 20549

Attention:
 Jan Woo, Esq., Legal Branch Chief

 Edwin Kim, Esq., Staff Attorney

 Robert Littlepage, Accounting Branch Chief

 Claire DeLabar, Staff Accountant

Re:
 Coursera, Inc.

 Registration Statement on Form S-1

 Filed March 5, 2021

 CIK No. 0001651562

Ladies and Gentlemen:

 On behalf of Coursera, Inc. (the
“Company”), transmitted herewith for filing under the Securities Act of 1933, as amended (the “Securities Act”), is the Company’s Registration Statement on Form S-1
(the “Registration Statement”), together with certain exhibits thereto. We are also sending the staff of the Securities and Exchange Commission, via electronic file transfer, a copy of this letter and a copy of the Registration
Statement marked to show all changes from the amendment to the Company’s Draft Registration Statement on Form S-1 as confidentially submitted on February 24, 2021.

Should you have any questions, please do not hesitate to contact me at (650) 233-4564.

Very truly yours,

 Davina K. Kaile

/s/ Davina K. Kaile

 www.pillsburylaw.com

United States securities and exchange commission logo
February 22, 2021
Jeffrey N. Maggioncalda
Chief Executive Officer
Coursera, Inc.
381 E. Evelyn Ave.
Mountain View, CA 94041
Re:Coursera, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted February 5, 2021
CIK No. 0001651562
Dear Mr. Maggioncalda:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  References to our prior comments refer to our letter dated February 3, 2021.
Form S-1/A DRS filed February 5, 2021
Prospectus Summary, page 1
1.We note your response to prior comment 2 regarding how you calculate Learners and
Registered Learners.  With respect to Registered Learners, please clarify how you
determine whether any Registered Learners are active users of your platform.  It is not
clear, for example, if a Learner that registered years ago and had not logged on or been a
paid user for years would still be included in these amounts.  Further, please clarify that
the Registered Learners measure is not a measure of active engagement.

 FirstName LastNameJeffrey N. Maggioncalda
 Comapany NameCoursera, Inc.
 February 22, 2021 Page 2
 FirstName LastName
Jeffrey N. Maggioncalda
Coursera, Inc.
February 22, 2021
Page 2
Risk Factors
Our amended and restated charter that will be in effect upon the closing of this offering will
designate the Court of Chancery …, page 67
2.We note your response to prior comment 3 regarding your exclusive forum provision.
Please clarify whether derivative lawsuits that are based on Exchange Act claims would
be subject to the exclusive forum provision and if they would be heard in District of
Delaware in federal court.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non GAAP Financial Measures, page 90
3.With respect to each non-GAAP measure, disclose with equal or greater prominence the
most directly comparable financial measure calculated and presented in accordance with
GAAP.  Refer to Item 10(e)(1)(i)(A) of Regulation S-K.
Results of Operations
Comparison of Years ended December 31, 2019 and 2020, page 94
4.We note that you added a discussion of several key metrics that address trends in the
number of Enterprise customers.  However, the presentation still does not explain how
your revenues are impacted by changes in the average number of seats per subscription or
the price per seat for these subscriptions.  Please expand the discussion of revenues to
clearly explain the changes in revenues due to price and volume changes for each of your
segments.  Refer to Financial Reporting Codification 501.04 for guidance.
Financial Statements
Note 9. Stockholders' Deficit, page F-24
5.Refer to your response to comment 21.  We note that you issued $130 million of Series F
preferred shares for $17.00 per share at the time of the June 2020 valuation.  Please
supplementally confirm the date of issuance of this series of preferred shares and the share
price received.  Due to the proximity of this preferred stock issuance, which terms require
a one-for-one conversion into common stock at the time of an IPO, and your decision to
pursue an IPO a few months subsequent the issuance, it appears that this issuance of
preferred shares would provide an important basis for determining the fair value of your
common stock at the time.  Please tell us, in detail, why this was only used as a
reasonableness check against the PWERM approach and not used as an indication of the
fair value of your common stock at the time of issuance for your June 2020 valuation and
the reason why this issuance did not have a greater impact on your determination of fair
value as of September 2020, which you determined to be only $15.17.

 FirstName LastNameJeffrey N. Maggioncalda
 Comapany NameCoursera, Inc.
 February 22, 2021 Page 3
 FirstName LastName
Jeffrey N. Maggioncalda
Coursera, Inc.
February 22, 2021
Page 3
            You may contact Claire DeLabar, Staff Accountant, at (202) 551-3349 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Edwin Kim, Staff
Attorney, at (202) 551-3297 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Davina K. Kaile, Esq.

United States securities and exchange commission logo
February 3, 2021
Jeffrey N. Maggioncalda
Chief Executive Officer
Coursera, Inc.
381 E. Evelyn Ave.
Mountain View, CA 94041
Re:Coursera, Inc.
Draft Registration Statement on Form S-1
Submitted January 7, 2021
CIK No. 0001651562
Dear Mr. Maggioncalda:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 Submitted January 7, 2021
Prospectus Summary, page 1
1.Please define your reference to "organizations" and clarify whether these are customers in
the Enterprise segment.  We note your disclosure elsewhere that the increase in usage was
due partly to an increase in the number of large Enterprise customers.  To the extent
material, please quantify the number of large Enterprise customers for each period
presented.
2.Please define “learners” and “registered learners” and provide more details as to how you
determine whether these learners are active or have recently been engaged with your
platform.  Disclose the percentage of the registered learners who are paying customers.

 FirstName LastNameJeffrey N. Maggioncalda
 Comapany NameCoursera, Inc.
 February 3, 2021 Page 2
 FirstName LastNameJeffrey N. Maggioncalda
Coursera, Inc.
February 3, 2021
Page 2
Risk Factors
Our amended and restated charter that will be in effect upon the closing of this offering will
designate the Court of Chancery …, page 53
3.Please expand your risk factor to address that Section 22 of the Securities Act
provides concurrent jurisdiction for Securities Act claims to both state and federal courts.
Since your exclusive forum provision provides for federal courts to have exclusive
jurisdiction over Securities Act claims, please briefly discuss the uncertainty as to whether
this provision is enforceable and the investors cannot waive compliance with the federal
securities laws and the rules and regulations thereunder.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Our Business Model
Enterprise, page 67
4.We note on page 23 that you may offer Enterprise customer subscriptions with more
favorable pricing terms in exchange for larger total contract values or longer contract
terms.  We also note on page F-12 that Degrees revenue is dependent on the number of
learners enrolled and the tuition charged by the university partners.  Please expand
MD&A to discuss any trends in your Enterprise subscriptions, such as changes in average
number of seats per subscription or price per seat for these subscriptions or tell us why
you believe such information is not important for an understanding of your business
trends.
Our Attractive Cohort Characteristics, page 69
5.Please provide a Y-axis description with measurements for your “Enterprise ARR by
Enterprise Cohort” graph on page 70.
Comparison of the Years Ended December 31, 2019 and 2020, page 77
6.We note on page 74 that you do not incur content costs for Degrees revenue but that you
incur content costs for Consumer and Enterprise revenues.  Please disclose and discuss
content costs for Consumer and Enterprise revenues, as content costs as a percentage of
revenues differ for the Consumer and Enterprise revenues.
Business
Our Solution: A Platform for Delivering World-Class Learning at Scale, page 92
7.Please provide more detail regarding your University Partners and clarify the size and
scope of the course offerings they offer in your Consumer and Enterprise
segments.  Please clarify whether they comprise of a material amount of revenue for each
of these segments compared to the Industry Partners.  Further, please clarify whether any
University or Industry Partner generates a material amount of your online course offering
revenue, or if you have a concentration of revenue in any particular types of courses.

 FirstName LastNameJeffrey N. Maggioncalda
 Comapany NameCoursera, Inc.
 February 3, 2021 Page 3
 FirstName LastNameJeffrey N. Maggioncalda
Coursera, Inc.
February 3, 2021
Page 3
8.In light of the large number of new University Partners that offered online courses through
your platform during the pandemic, often for free, please clarify any trends as to whether
these new partnerships have generated significant revenues or trends related to converting
new free users into paid users.  Further, please clarify whether you have experience
significant turnover among your University and Industry Partners in recent periods.
Management, page 111
9.We note that your current certificate of incorporation provides separate class voting rights
for your preferred stockholders and your common stockholders.  It appears that the
preferred stockholders have the right to elect 2 directors; common stockholders have the
right to elect 1 director; and preferred stockholders, voting on an as-converted basis, and
common stockholders elect the remaining directors voting as a single class.  Please clarify
how the composition of your current board was elected, including which directors were
chosen by the preferred stockholder and the common stockholder separate class votes.
Further, please advise us whether any Series F-1 Preferred Stock was issued, which do not
appear to have board voting rights.
10.Please provide more detail about the business and operations of Deeplearning AI Corp.
and its affiliates.  We note that Deeplearning is an Industry Partner and owned by
Chairman Andrew Ng.  Please clarify if there any material conflicts with its business
model with those of Coursera, including Deeplearning affiliates such as Worksera.
Consider adding a risk factor that discusses these conflicts and others such as
identification of business opportunities by your directors that are affiliated with venture
capital or private equity fund groups given your growth strategy includes acquisitions.
Executive Compensation, page 121
11.With respect to your description of the Equity Awards Acceleration Terms for Messrs.
Maggioncalda and Hahn, please clarify the requirements needed for the 100% double-
trigger acceleration to occur.  In particular, please clarify whether in addition to a change
in control, the executive officers must be terminated without cause.
Certain Relationships and Related Party Transactions, page 137
12.It appears the registration rights pursuant to the Amended and Restated Investors’ Rights
Agreement survives the IPO.  Please file the Amended and Restated Investors’ Rights
Agreement as an exhibit or advise us why it is not material under Item 601(b) of
Regulation S-K.
13.Your consulting agreement with Mr. Andrew W. Ng provides for a yearly $1 payment,
along with continued scheduled vesting under the Stock Restriction Agreement.  Please
briefly describe the material terms of the Stock Restriction Agreement as it pertains to Mr.
Ng and quantify the number and value of the equity awards that have vested since January
1, 2018 under your consulting agreement.

 FirstName LastNameJeffrey N. Maggioncalda
 Comapany NameCoursera, Inc.
 February 3, 2021 Page 4
 FirstName LastName
Jeffrey N. Maggioncalda
Coursera, Inc.
February 3, 2021
Page 4
Principal and Selling Stockholders, page 141
14.Please disclose the natural person(s) that hold investment and/or voting power over the
shares beneficially owned by G Squared and its affiliated funds.
Description of Capital Stock, page 143
15.Please briefly describe the requirements of the semi-annual report that assesses your
public benefit performance, such as described in Section 366(b) of the Delaware General
Corporation Law ("DGCL") and Article 11.2 of your bylaws in Exhibit 3.4.  Further,
please clarify that your corporate governance documents do not require a periodic third-
party certification described in Section 366(c)(3) of the DGCL.
16.You reference that stockholders of a Delaware public benefit corporation may file a
derivative lawsuit to enforce the public benefit provisions of your certificate if they
collectively own at least 2% of your outstanding shares.  However, we note that for shares
listed on a national securities exchange, Section 367 of the DGCL allows such derivative
suits to be brought by stockholders who own the lesser of (i) 2% of its total outstanding
shares, or (ii) ownership of shares with a market value of $2 million or more on the date
the action is instituted.  Please revise where appropriate.  If true, please also clarify that
such derivate actions under Section 367 of the DGCL would be subject to your exclusive
forum provision requiring derivative lawsuits to be heard in the Delaware Chancery Court.

Financial Statements
Note 8. Redeemable Convertible Preferred Stock, page F-22
17.Disclose the conversion price and resulting conversion ratio applicable to each series of
convertible preferred stock as of the most recent balance sheet date.  With respect to each
series, please explain to us your consideration of whether the preferred stock was issued
with a beneficial conversion feature.
Note 9. Stockholders' Deficit, page F-24
18.Disclose the amount of the charge incurred upon the renegotiation of the terms of the
common stock warrants and resolution of the dispute in December 2020, and advise us of
the details of your accounting for it.
19.We note on page F-26 that you recognized stock-based compensation expense of $6.2
million in connection with a tender offer.  Please disclose the fair value of your common
stock in June 2019 to support the amount of expense recorded.  Also disclose and explain
to us the facts and circumstances of this transaction including any relationships with the
purchaser.

 FirstName LastNameJeffrey N. Maggioncalda
 Comapany NameCoursera, Inc.
 February 3, 2021 Page 5
 FirstName LastName
Jeffrey N. Maggioncalda
Coursera, Inc.
February 3, 2021
Page 5
20.Regarding the private tender offer, explain to us why the purchaser was willing to pay a
price in excess of fair value.  Tell us if the purchaser had reasonable knowledge of the
relevant facts concerning the Company's operations and financial condition.
21.Please provide us with a breakdown of the details of all stock-based compensation awards
granted during 2020 and through the current date, including the fair value of the
underlying stock used to value such awards.  To the extent there were any significant
fluctuations in the fair values, please describe for us the factors that contributed to such
fluctuations, including any intervening events within the company or changes in your
valuation assumptions or methodology.
Recent Sales of Unregistered Securities, page II-3
22.Please briefly describe the intellectual property that was assigned to Coursera in exchange
for issuance of 1,346,610 shares of common stock to four individuals.  Also, please clarify
if any of these individuals are related parties or selling stockholders.
General
23.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Claire DeLabar, Staff Accountant, at (202) 551-3349 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Edwin Kim, Staff
Attorney, at (202) 551-3297 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Davina K. Kaile, Esq.