Edgar Filing: CHEGG, INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Gabriel Investment Partners II, L.P.

2. Issuer Name and Ticker or Trading Symbol
CHEGG, INC [CHGG]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

999 BAKER WAY, SUITE 400,

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2013

(Street)

SAN MATEO, CA 94404

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/18/2013		C		21,572	A	⁽¹⁾	21,572	I	Held directly by Gabriel Legacy Fund II, L.P. ⁽²⁾
Common Stock	11/18/2013		C		7,388,711	A	⁽¹⁾	7,388,711	I	Held directly by Gabriel Venture Partners II, L.P. ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A-1 Preferred Stock

⁽¹⁾

11/18/2013

19,902

⁽¹⁾

⁽³⁾

Common Stock

19,902

⁽¹⁾

Held directly by Gabriel Legacy Fund II, L.P. ⁽²⁾

Series A-1 Preferred Stock

⁽¹⁾

11/18/2013

6,913,894

⁽¹⁾

⁽³⁾

Common Stock

6,913,894

⁽¹⁾

Held directly by Gabriel Venture Partners II, L.P. ⁽²⁾

Series B Preferred Stock

⁽¹⁾

11/18/2013

2,103

⁽¹⁾

⁽³⁾

Common Stock

2,103

⁽¹⁾

Gabriel Legacy Fund II, L.P. ⁽²⁾

Series B Preferred Stock

⁽¹⁾

11/18/2013

703,556

⁽¹⁾

⁽³⁾

Common Stock

703,556

⁽¹⁾

Held directly by Gabriel Venture Partners II, L.P. ⁽²⁾

Series C-1 Preferred Stock

⁽¹⁾

11/18/2013

10,321

⁽¹⁾

⁽³⁾

Common Stock

10,321

⁽¹⁾

Held directly by Gabriel Legacy Fund II, L.P. ⁽²⁾

Series C-1 Preferred Stock

⁽¹⁾

11/18/2013

3,453,158

⁽¹⁾

⁽³⁾

Common Stock

3,453,158

⁽¹⁾

Held directly by Gabriel Venture Partners II, L.P. ⁽²⁾

Series F Preferred Stock

⁽¹⁾

11/18/2013

⁽¹⁾

⁽³⁾

Common Stock

⁽¹⁾

Held directly by Gabriel Legacy Fund II, L.P. ⁽²⁾

Series F Preferred Stock

⁽¹⁾

11/18/2013

12,463

⁽¹⁾

⁽³⁾

Common Stock

12,463

⁽¹⁾

Held directly by Gabriel Venture Partners II, L.P. ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Gabriel Investment Partners II, L.P. 999 BAKER WAY, SUITE 400 SAN MATEO, CA 94404		X
GABRIEL LEGACY FUND II LP 999 BAKER WAY STE 400 SAN MATEO, CA 94404		X
GABRIEL VENTURE PARTNERS II LP 999 BAKER WAY SUITE 400 SAN MATEO, CA 94404		X
BOLANDER FREDERICK W W C/O GABRIEL VENTURE PARTNERS 999 BAKER WAY, SUITE 400 SAN MATEO, CA 94404		X
Chou Scott C/O GABRIEL VENTURE PARTNERS 999 BAKER WAY, SUITE 400 SAN MATEO, CA 94404		X

Signatures

/s/ Gabriel Investment Partners II, L.P. by Frederick W.W. Bolander, General Partner		11/20/2013
^**Signature of Reporting Person		Date
/s/ Gabriel Venture Partners II, L.P. by Frederick W.W. Bolander, General Partner		11/20/2013
^**Signature of Reporting Person		Date
/s/ Gabriel Legacy Fund II, L.P. by Frederick W.W. Bolander, General Partner		11/20/2013
^**Signature of Reporting Person		Date
/s/ Frederick W.W. Bolander		11/20/2013
^**Signature of Reporting Person		Date
/s/ Scott Chou		11/20/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Each share of Preferred Stock automatically converted into 0.666666667 shares of the Issuer's Common Stock at the closing of the Issuer's initial public offering of Common Stock for no additional consideration.
(2)	Gabriel Investment Partners II, L.P. ("Gabriel Investment") serves as the General Partner of this entity. Scott Chou and Frederick Bolander are the managing partners of Gabriel Investment and share voting and investment power over the shares.
(3)	None.

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