Form SCHEDULE 13G Coursera, Inc. Filed by: Insight Holdings Group, LLC
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Coursera, Inc. (Name of Issuer) |
COMMON STOCK, $0.00001 PAR VALUE PER SHARE (Title of Class of Securities) |
(CUSIP Number) |
05/11/2026 (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) |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Insight Holdings Group, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
30,425,805.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
10.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Calculations are based upon 286,961,620 shares of Common Stock of the Issuer outstanding as of May 12, 2026, as communicated by the Issuer to the Reporting Persons on May 13, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Insight Partners Public Equities Master Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
78,628.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Calculations are based upon 286,961,620 shares of Common Stock of the Issuer outstanding as of May 12, 2026, as communicated by the Issuer to the Reporting Persons on May 13, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Insight Partners Public Equities GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
78,628.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Calculations are based upon 286,961,620 shares of Common Stock of the Issuer outstanding as of May 12, 2026, as communicated by the Issuer to the Reporting Persons on May 13, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Insight Venture Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
78,628.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Calculations are based upon 286,961,620 shares of Common Stock of the Issuer outstanding as of May 12, 2026, as communicated by the Issuer to the Reporting Persons on May 13, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Insight Venture Partners VII, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
19,362,553.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Calculations are based upon 286,961,620 shares of Common Stock of the Issuer outstanding as of May 12, 2026, as communicated by the Issuer to the Reporting Persons on May 13, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Insight Venture Partners VII (Co-Investors), L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
448,158.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Calculations are based upon 286,961,620 shares of Common Stock of the Issuer outstanding as of May 12, 2026, as communicated by the Issuer to the Reporting Persons on May 13, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Insight Venture Partners (Cayman) VII, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,523,803.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Calculations are based upon 286,961,620 shares of Common Stock of the Issuer outstanding as of May 12, 2026, as communicated by the Issuer to the Reporting Persons on May 13, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Insight Venture Partners (Delaware) VII, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,224,736.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Calculations are based upon 286,961,620 shares of Common Stock of the Issuer outstanding as of May 12, 2026, as communicated by the Issuer to the Reporting Persons on May 13, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Insight Venture Associates VII, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
29,559,250.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
10.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Calculations are based upon 286,961,620 shares of Common Stock of the Issuer outstanding as of May 12, 2026, as communicated by the Issuer to the Reporting Persons on May 13, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Insight Venture Associates VII, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
29,559,250.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
10.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Calculations are based upon 286,961,620 shares of Common Stock of the Issuer outstanding as of May 12, 2026, as communicated by the Issuer to the Reporting Persons on May 13, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Insight Associates XI, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
787,927.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Calculations are based upon 286,961,620 shares of Common Stock of the Issuer outstanding as of May 12, 2026, as communicated by the Issuer to the Reporting Persons on May 13, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Insight Associates XI, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
787,927.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Calculations are based upon 286,961,620 shares of Common Stock of the Issuer outstanding as of May 12, 2026, as communicated by the Issuer to the Reporting Persons on May 13, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Insight Falcon Partners (A), L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
78,628.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Calculations are based upon 286,961,620 shares of Common Stock of the Issuer outstanding as of May 12, 2026, as communicated by the Issuer to the Reporting Persons on May 13, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Insight Falcon Associates, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
78,628.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Calculations are based upon 286,961,620 shares of Common Stock of the Issuer outstanding as of May 12, 2026, as communicated by the Issuer to the Reporting Persons on May 13, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Grace Software Cross Fund Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
787,927.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Calculations are based upon 286,961,620 shares of Common Stock of the Issuer outstanding as of May 12, 2026, as communicated by the Issuer to the Reporting Persons on May 13, 2026.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Coursera, Inc. | |
| (b) | Address of issuer's principal executive offices:
2440 West El Camino Real, Suite 500, Mountain View, California, 94040 | |
| Item 2. | ||
| (a) | Name of person filing:
This Statement is being filed by the following persons (each a "Reporting Person" and, collectively, the "Reporting Persons"): (i) Grace Software Cross Fund Holdings, LLC, a Delaware limited liability company ("Grace"); (ii) Insight Partners Public Equities Master Fund, L.P., a Cayman Islands exempted limited partnership ("IPPE Master Fund"); (iii) Insight Partners Public Equities GP, LLC, a Delaware limited liability company ("IPPE GP"); (iv) Insight Venture Management, LLC, a Delaware limited liability company ("IVM"); (v) Insight Falcon Partners (A), L.P., a Delaware limited partnership ("Falcon LP"); (vi) Insight Falcon Associates, Ltd., a Cayman Islands exempted company ("Falcon Ltd"); (vii) Insight Venture Partners VII, L.P., a Cayman Islands exempted limited partnership ("IVP VII"); (viii) Insight Venture Partners (Cayman) VII, L.P., a Cayman Islands exempted limited partnership ("Cayman VII"); (ix) Insight Venture Partners (Delaware) VII, L.P., a Delaware limited partnership ("Delaware VII"); (x) Insight Venture Partners VII (Co-Investors), L.P., a Cayman Islands exempted limited partnership ("Co-Investors VII", and together with IVP VII, Cayman VII and Delaware VII, the "Fund VII Entities"); (xi) Insight Venture Associates VII, L.P., a Cayman Islands exempted limited partnership ("IVA VII LP"); (xii) Insight Venture Associates VII, Ltd., a Cayman Islands exempted company ("IVA VII Ltd"); (xiii) Insight Associates XI, L.P., a Cayman Islands exempted limited partnership ("IA XI LP"); (xiv) Insight Associates XI, Ltd., a Cayman Islands exempted company ("IA XI Ltd"); and (xv) Insight Holdings Group, LLC, a Delaware limited liability company ("Holdings").
The general partner of each of the Fund VII Entities is IVA VII LP, whose general partner is IVA VII Ltd. The manager of Grace is IA XI LP, whose general partner is IA XI Ltd. The general partner of IPPE Master Fund is IPPE GP, whose sole member is IVM whose sole member is Falcon LP, whose general partner is Falcon Ltd. The sole shareholder of IVA VII Ltd, IA XI Ltd and Falcon Ltd is Holdings. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business and principal office of each of the Reporting Persons is c/o Insight Partners, 1114 Avenue of the Americas, 36th Floor, New York, New York 10036. | |
| (c) | Citizenship:
See Item 2(a). | |
| (d) | Title of class of securities:
COMMON STOCK, $0.00001 PAR VALUE PER SHARE | |
| (e) | CUSIP No.:
| |
| 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); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (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); | |
| (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: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by Item 4(a) is set forth in Rows 5-11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. The percentages set forth in this Schedule 13G are calculated based upon the 286,961,620 shares of Common Stock of the Issuer outstanding as of May 12, 2026, as communicated by the Issuer to the Reporting Persons on May 13, 2026. | |
| (b) | Percent of class:
The information required by Item 4(b) is set forth in Row 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
The information required by Item 4(c) is set forth in Rows 5-11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
The information required by Item 4(c) is set forth in Rows 5-11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c) is set forth in Rows 5-11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c) is set forth in Rows 5-11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
As the general partner of the Fund VII Entities, IVA VII LP may be deemed to beneficially own all 29,559,250 shares of Common Stock held directly by the Fund VII Entities. As the general partner of IVA VII LP, IVA VII Ltd may be deemed to beneficially own all 29,559,250 shares of Common Stock held directly by the Fund VII Entities. As the manager of Grace, IA XI LP may be deemed to beneficially own all 787,927 shares of Common Stock held directly by Grace. As the general partner of IA XI LP, IA XI Ltd may be deemed to beneficially own all 787,927 shares of Common Stock held directly by Grace. As the general partner of IPPE Master Fund, IPPE GP may be deemed to beneficially own all 78,628 shares of Common Stock held directly by IPPE Master Fund. As the sole member of IPPE GP, IVM may be deemed to beneficially own all 78,628 shares of Common Stock held directly by IPPE Master Fund. As the sole member of IVM, Falcon LP may be deemed to beneficially own all 78,628 shares of Common Stock held directly by IPPE Master Fund. As the general partner of Falcon LP, Falcon Ltd may be deemed to beneficially own all 78,628 shares of Common Stock held directly by IPPE Master Fund. As the sole shareholder of IVA VII Ltd, IA XI Ltd and IVM, Holdings may be deemed to beneficially own all 29,559,250 shares of Common Stock held directly by the Fund VII Entities, all 787,927 shares of Common Stock held directly by Grace and all 78,628 shares of Common Stock held directly by IPPE Master Fund. The foregoing is not an admission by IVA VII LP, IVA VII Ltd, IA XI LP, IA XI Ltd, IPPE GP, IVM Falcon LP, Falcon Ltd or Holdings that it is the beneficial owner of the shares held of record by the Fund VII Entities, Grace or IPPE Master Fund, nor is it an admission by any of the Fund VII Entities, Grace or IPPE Master Fund that it is the beneficial owner of any shares of Common Stock held by the other of the Fund VII Entities, Grace or IPPE Master Fund. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
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 "Exchange Act"). The agreement among the Reporting Persons to file jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 99.1. The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or may be members of a "group" for purposes of Rule 13d-5 or for any other purpose. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
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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Exhibit Information
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Exhibit 99.1 - Joint Filing Agreement, as required by Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended |
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