UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐  Rule 13d-1(b)

☐  Rule 13d-1(c)

☒  Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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*SEE INSTRUCTION BEFORE FILLING OUT!

 

 

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*SEE INSTRUCTION BEFORE FILLING OUT!

 

 

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*SEE INSTRUCTION BEFORE FILLING OUT!

 

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*SEE INSTRUCTION BEFORE FILLING OUT!

 

 

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This Amendment No. 1 to Schedule 13G amends and restates in its entirety the Schedule 13G (the “Initial Schedule 13G”) filed by Insight Holdings Group, LLC, Insight Venture Associates VI, L.P. and the Insight VI Funds (as defined below) with the Securities and Exchange Commission with respect to the Common Stock, par value $0.001 per share (the “Common Stock”) of Chegg, Inc. (the “Company”) on February 14, 2014.

 

Item 2:

Insight Venture Partners VI, L.P.

Insight Venture Partners (Cayman) VI, L.P.

Insight Venture Partners VI (Co-Investors), L.P.

Insight Venture Associates VI, L.P.

Insight Holdings Group, LLC

1114 Avenue of the Americas

36^th Floor

New York, New York 10036

Common Stock, par value $0.001 per share (“Common Stock”)

 

 

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163092109

This Amendment No. 1 to Schedule 13G is being filed by Insight Venture Partners VI, L.P., a Delaware limited partnership (hereinafter referred to as "IVP VI"), Insight Venture Partners (Cayman) VI, L.P., a Cayman Islands exempted limited partnership (hereinafter referred to as "IVP Cayman VI"), and Insight Venture Partners VI (Co-Investors), L.P., a Delaware limited partnership (hereinafter referred to as "IVP VI Co-Investors", and together with IVP VI and IVP Cayman VI, the "Insight VI Funds"), Insight Venture Associates VI, L.P., a Delaware limited partnership (hereinafter referred to as "Associates VI") and Insight Holdings Group, LLC, a Delaware limited liability company (hereinafter referred to as “Holdings”, and, together with Associates VI and the Insight VI Funds, the “Reporting Persons”). Associates VI is the general partner of each of the Insight VI Funds, and as such may be deemed to be the beneficial owner of all shares held by the Insight VI Funds.   Holdings is the general partner of Associates VI, and as such may be deemed to be the beneficial owner of all shares held by the Insight VI Funds.  As a result, the beneficial ownership of Common Stock by the Reporting Persons, as of the date of this Amendment No. 1 to Schedule 13G, is as follows:

	(i)	Sole power to vote or direct the vote: 6,323,440
	(ii)	Shared power to vote or direct the vote: 0
	(iii)	Sole power to dispose or direct the disposition: 6,323,440
	(iv)	Shared power to dispose or direct the disposition: 0

	(i)	Sole power to vote or direct the vote: 1,986,489
	(ii)	Shared power to vote or direct the vote: 0
	(iii)	Sole power to dispose or direct the disposition: 1,986,489
	(iv)	Shared power to dispose or direct the disposition: 0

	(i)	Sole power to vote or direct the vote: 367,462
	(ii)	Shared power to vote or direct the vote: 0
	(iii)	Sole power to dispose or direct the disposition: 367,462
	(iv)	Shared power to dispose or direct the disposition: 0

	(i)	Sole power to vote or direct the vote: 0
	(ii)	Shared power to vote or direct the vote: 8,677,391
	(iii)	Sole power to dispose or direct the disposition: 0
	(iv)	Shared power to dispose or direct the disposition: 8,677,391

	(i)	Sole power to vote or direct the vote: 0
	(ii)	Shared power to vote or direct the vote: 8,677,391
	(iii)	Sole power to dispose or direct the disposition: 0
	(iv)	Shared power to dispose or direct the disposition: 8,677,391

 

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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐

N/A

N/A

The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.  The agreement among the Reporting Persons to file jointly is attached to the Initial Schedule 13G as Exhibit 99.1.  Each of the Reporting Persons disclaims beneficial ownership of these securities (except to the extent of any pecuniary interest therein), and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.

N/A

N/A

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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

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