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 *
MOOS LLC
  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)
505 MONTGOMERY STREET
3. Date of Earliest Transaction (Month/Day/Year)
11/18/2013
(Street)

SAN FRANCISCO, CA 94111
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)
Code V Amount (A) or (D) Price
Common Stock 11/18/2013   C   4,898,546 A (1) 5,056,266 D  
Common Stock 11/18/2013   C   699,998 A (2) 5,756,264 D  
Common Stock 11/18/2013   M(3)   9,596 A (3) 5,765,860 D  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock (1) 11/18/2013   C     4,214,858   (1)   (4) Common Stock 4,214,858 (1) 0 D  
Series C-1 Preferred Stock (1) 11/18/2013   C     3,132,962   (1)   (4) Common Stock 3,132,962 (1) 0 D  
Series E Preferred Stock (2) 11/18/2013   C     507,665   (2)   (4) Common Stock 507,665 (2) 0 D  
Series B Preferred Stock Warrant (right to buy) $ 0.71 11/18/2013   M(3)     15,739   (5) 12/09/2013 Common Stock 15,739 (5) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MOOS LLC
505 MONTGOMERY STREET
SAN FRANCISCO, CA 94111
    X    
ZEEV OREN
505 MONTGOMERY STREET
SAN FRANCISCO, CA 94111
    X    
SASSON ORI
505 MONTGOMERY STREET
SAN FRANCISCO, CA 94111
    X    
SASSON I SHARAM
505 MONTGOMERY STREET
SAN FRANCISCO, CA 94111
    X    
GYANI MOHAN S
505 MONTGOMERY STREET
SAN FRANCISCO, CA 94111
    X    

Signatures

 MOOS LLC By: /s/ Oren Zeev, Partner   11/20/2013
**Signature of Reporting Person Date

 /s/ Oren Zeev   11/20/2013
**Signature of Reporting Person Date

 /s/ Ori Sasson by Dave Borders, Attorney-in-Fact   11/20/2013
**Signature of Reporting Person Date

 /s/ Sharam Sasson by Dave Borders, Attorney-in-Fact   11/20/2013
**Signature of Reporting Person Date

 /s/ Mohan Gyani by Dave Borders, Attorney-in-Fact   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) Each share of Series E Preferred Stock automatically converted into 1.37886 shares of the Issuer's Common Stock at the closing of the Issuer's initial public offering of Common Stock for no additional consideration.
(3) Net exercise of a Series B Preferred Stock warrant, for no additional consideration.
(4) None.
(5) 9,596 shares of the Issuer's common stock were issued upon the net exercise of the reported warrant that would otherwise have expired at the closing of the Issuer's initial public offering of Common Stock, for no additional consideration.
 
Remarks:
Oren Zeev, Ori Sasson, Sharam Sasson and Mohan Gyani are the managing members of MOOS LLC and share voting and investment power over the shares.

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