Form Type: 4

Accession Number:	0001364954-20-000229
Date:	2020-12-01
Issuer:	CHEGG, INC (CHGG)
Original Submission Date:

Reporting Person:

BROWN ANDREW J
C/O CHEGG, INC
3990 FREEDOM CIR SANTA CLARA, CA 95054

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of Security	Transaction Date	2a. Deemed Execution Date	Transaction Code	Shares	Acquired or Disposed	Price per share	5. Amount of Securities Beneficially Owned Following Reported Transaction	6. Ownership Form Direct or Indirect	Nature of Indirect Ownership
COMMON STOCK	2020-12-01		F	2,179	d	$78.40	141,594	direct
COMMON STOCK	2020-12-01		F	1,534	d	$78.40	136,287	direct
COMMON STOCK	2020-12-01			0		$0.00	51,836	indirect	f4

Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security	Conversion or Exercise Price of Derivative Security	Transaction Date	Deemed Execution Date	Transaction Code	Number of Derivative Securities Acquired (A) or Disposed of (D)	Date Exercisable	Expiration Date	Title and Amount of Securities Underlying Derivative Security	Price of Derivative Security	Number of derivative Securities Beneficially Owned Following Reported Transaction(s)	Ownership Form: Direct (D) or Indirect (I)	Nature of Indirect Beneficial Ownership

Footnotes
ID	footnote
f1	exempt transaction pursuant to section 16b-3(e) payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with rule 16b-3. all of the shares reported as disposed of in this form 4 were automatically withheld by the issuer in accordance with the agreement governing the 2019 psus to satisfy federal and state tax withholding obligations of the reporting person resulting from the vesting and settlement of the 2019 psus. the reporting person did not sell any of the shares reported on this form 4 item; such shares were cancelled by the issuer in accordance with the foregoing.
f2	exempt transaction pursuant to section 16b-3(e) payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with rule 16b-3. all of the shares reported as disposed of in this form 4 were automatically withheld by the issuer in accordance with the agreement governing the rsus to satisfy federal and state tax withholding obligations of the reporting person resulting from the vesting and settlement of rsus. the reporting person did not sell any of the shares reported on this form 4 item; such shares were cancelled by the issuer in accordance with the foregoing.
f3	the reporting person contributed 3,773 shares of chgg common stock to the andy and pam brown family trust on december 1, 2020, in a transaction that resulted in a change in form of beneficial ownership from direct to indirect.
f4	the reporting person is a co-trustee.

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