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 *
ROSENSWEIG DANIEL
   2. Issuer Name and Ticker or Trading Symbol
CHEGG, INC [CHGG] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
PRESIDENT, CEO & CO-CHAIRMAN
(Last)
(First)
(Middle)
C/O CHEGG, INC, 3990 FREEDOM CIR		 3. Date of Earliest Transaction (Month/Day/Year)
04/22/2019
(Street)

SANTA CLARA, CA 95054		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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 04/22/2019   M(1)   100,000 A $ 12.5 2,322,754 D  
Common Stock 04/22/2019   S(1)   100,000 D $ 37.74 (2) 2,222,754 D  
Common Stock 04/22/2019   M(1)   50,000 A $ 12.5 2,272,754 D  
Common Stock 04/22/2019   S(1)   50,000 D $ 37.66 (3) 2,222,754 D  
Common Stock 04/22/2019   M(4)   10,000 A $ 7.875 10,000 I See footnote. (5)
Common Stock 04/22/2019   S(4)   10,000 D $ 37.43 (6) 0 I See footnote. (5)
Common Stock 04/22/2019   M(4)   5,000 A $ 7.875 5,000 I See footnote. (5)
Common Stock 04/22/2019   S(4)   5,000 D $ 37.42 (7) 0 I See footnote. (5)
Common Stock               69,346 I See footnote (8)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Employee Stock Option (right to buy) $ 12.5 04/22/2019   M(1)     100,000   (9) 11/11/2023 Common Stock 100,000 $ 0 64,407 D  
Employee Stock Option (right to buy) $ 12.5 04/22/2019   M(1)     50,000   (9) 11/11/2023 Common Stock 50,000 $ 0 14,407 D  
Non-qualified Stock Option (right to buy) $ 7.875 04/22/2019   M(4)     10,000   (9) 02/03/2020 Common Stock 10,000 $ 0 43,251 I See footnote (5)
Non-qualified Stock Option (right to buy) $ 7.875 04/22/2019   M(4)     5,000   (9) 02/03/2020 Common Stock 5,000 $ 0 38,251 I See footnote (5)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ROSENSWEIG DANIEL
C/O CHEGG, INC
3990 FREEDOM CIR
SANTA CLARA, CA 95054		   X     PRESIDENT, CEO & CO-CHAIRMAN  

Signatures

 /s/ Daniel Rosensweig by Dave Borders, Attorney-in-Fact   04/24/2019
**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) The exercise of options and sale of the resultant shares reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 14, 2019.
(2) This transaction was executed in multiple trades at prices ranging from $37.10 to $38.01; the price reported above reflects the weighted average sale price. The reporting person will provide to the Commission, the issuer and any stockholder, upon request, full information regarding the number of shares and prices at which the transactions were effected.
(3) This transaction was executed in multiple trades at prices ranging from $37.12 to $38.00; the price reported above reflects the weighted average sale price. The reporting person will provide to the Commission, the issuer and any stockholder, upon request, full information regarding the number of shares and prices at which the transactions were effected.
(4) The exercise of options and sale of the resultant shares reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Daniel Lee Rosensweig and Linda Rosensweig, Co-Trustees of The Rosensweig 2012 Irrevocable Children's Trust u/a/d 11/6/2012 on February 14, 2019.
(5) Held by Daniel L and Linda Rosensweig, Co-Trustees of The Rosensweig 2012 Irrevocable Children's Trust u/a/d 11/6/2012. The Reporting Person is a Co-Trustee.
(6) This transaction was executed in multiple trades at prices ranging from $37.14 to $37.69; the price reported above reflects the weighted average sale price. The reporting person will provide to the Commission, the issuer and any stockholder, upon request, full information regarding the number of shares and prices at which the transactions were effected.
(7) This transaction was executed in multiple trades at prices ranging from $37.10 to $37.69; the price reported above reflects the weighted average sale price. The reporting person will provide to the Commission, the issuer and any stockholder, upon request, full information regarding the number of shares and prices at which the transactions were effected.
(8) Held by Daniel L and Linda Rosensweig, Co-Trustees of the Rosensweig Family Revocable Trust U/A/D 03-12-07. The Reporting Person is a Co-Trustee.
(9) The stock option grant is fully vested.

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