CHEGG, INC 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS (a) Unregistered Sales of Equity Securities In August 2020, we issued $1.0 billion in aggregate principal amount of 2026 notes, in a private placement to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended. The notes are convertible into shares of our common stock on the terms set forth in the indenture governing the notes. Information relating to the issuance of the notes was provided in a Current Report on Form 8-K filed with the Securities and Exchange Commission on August 24, 2020. In June 2020, our board of directors approved a securities repurchase program pursuant to which we may, from time to time, repurchase up to $500.0 million of our common stock and/or convertible notes, through open market purchases, block trades, and/or privately negotiated transactions or pursuant to Rule 10b5-1 plans, in compliance with applicable securities laws and other legal requirements. The timing, volume, and nature of the repurchases will be determined by management based on the capital needs of the business, market conditions, applicable legal requirements, and other factors. The repurchase program will end on December 31, 2021. (c) Purchases of Equity Securities by the Registrant and Affiliated Purchasers The following table summarizes the share repurchase activity for the three months ended September 30, 2020 (in thousands, except share amounts): Period Total Number of Shares Repurchased Average Price Paid Per Share Total Dollar Amount Purchased Pursuant to Publicly-Announced Plan Maximum Dollar Amount Remaining Available for Repurchase Pursuant to Publicly-Announced Plan July 1 - July 31 — $ — $ — $ 500,000 August 1 - August 31 — — — 500,000 September 1 - September 30 — — — 500,000 68 Table of Contents ITEM 6. EXHIBITS Incorporated by Reference Exhibit No. Exhibit Form File No Filing Date Exhibit No. Filed Herewith 4.01 Indenture dated August 21, 2020 between Chegg, Inc. and Wells Fargo Bank, National Association. 8-K 001-36180 August 24, 2020 4.1 10.01 Form of Base Capped Call Transaction Confirmation 8-K 001-36180 August 24, 2020 99.1 10.02 Form of Additional Capped Call Transaction Confirmation 8-K 001-36180 August 24, 2020 99.2 10.03 Form of Exchange Agreement. 8-K 001-36180 August 24, 2020 99.3 10.04 Form of Unwind Agreement. 8-K 001-36180 August 24, 2020 99.4 31.01 Certification of Dan Rosensweig, Chief Executive Officer and Co-Chairperson, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.02 Certification of Andrew Brown, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.01** Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 101.INS Inline XBRL Instance Document X 101.SCH Inline XBRL Taxonomy Extension Schema X 101.CAL Inline XBRL Taxonomy Extension Calculation X 101.LAB Inline XBRL Taxonomy Extension Labels X 101.PRE Inline XBRL Taxonomy Extension Presentation X 101.DEF Inline XBRL Taxonomy Extension Definition X 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). X ** This certification is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act. 69 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CHEGG, INC. October 26, 2020 By: /S/ ANDREW BROWN Andrew Brown Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer) 70