Insight Partners sell-down — chronological filing log
Actively selling
May 11
2026
2026
Merger close / Form 3
Insight becomes 10%+ owner of COUR — initial position
UDMY shares convert at 0.800× into COUR. Insight's IVP VII entities receive ~29.6M COUR shares total (19,362,553 + 8,523,803 + 1,224,736 + 448,158 + 78,628 + 787,927 Grace). All 10 reporting persons marked as 10% owners on Form 3.
Entry: ~29.6M shares
~12–14% ownership
May 15
2026
2026
SC 13G filed
Initial 13G — confirms >10% holder status
Insight Holdings Group files SC 13G disclosing beneficial ownership across all IVP VII entities. Standard passive-investor filing. This triggers mandatory monthly 13G amendment obligation until below 5%.
13G obligation begins
May 18
2026
2026
Form 4 — First sale
IPPE Master Fund exits entire 78,628-share position
Insight Partners Public Equities Master Fund fully exits. $5.64–$5.74 range. Weighted avg $5.6889. Total proceeds ~$447K. Coincides with $500M buyback announcement — different entity, routine post-conversion cleanup.
−78,628 shares
Avg $5.69
Proceeds ~$447K
May 19–20
2026
2026
Form 4 — Escalating sales
IVP VII entities sell 1,921,372 shares — price is now sliding
The main IVP VII funds — not the public equities arm — begin selling. May 19 at $5.4097, May 20 at $5.2441. Both tranches filed jointly. Stock already down ~8% from the May 18 high. Remaining Insight indirect holdings after sales: 19,072,248 + 18,136,652 + 8,396,004 + smaller vehicles.
−1,921,372 shares
$5.21–$5.49 range
Proceeds ~$10.15M
Jun 1
2026
2026
Form 4 filed — Threshold crossed
Insight Holdings drops below 10% — exact transaction details require EDGAR verification
Per MarketBeat (third-party, published Jun 1, 2026 — ⚠ NOT independently verified against raw SEC filing): 455,000 shares sold on May 19 at avg $5.41, proceeds ~$2.46M. Following this, Insight Holdings Group, LLC directly held 441,439 shares — a reported 50.76% decrease in that entity's direct position. The 441,439 post-transaction balance is corroborated by the joint filer exhibit on EDGAR. This filing is understood to be the transaction that pushed the combined group below the 10% Section 16 threshold, switching Insight to the monthly 13G amendment regime. The 455,000 share count and $5.41 price should be confirmed against the raw Form 4 on EDGAR (CIK 0001651562) before being cited as primary data.
−455,000 shares ⚠ unverified
Avg $5.41 ⚠ unverified
−50.76% direct holding (MarketBeat)
Below 10% threshold ✓ confirmed
441,439 remaining direct ✓ corroborated
Next
~Jul 2026
~Jul 2026
Next required disclosure
Monthly 13G amendment — the new surveillance window
Until below 5%, Insight must file a 13G amendment within 10 calendar days of each month-end. Each filing will reveal how much more was sold. Market participants will front-run these disclosures. The regime continues until the 5% floor — meaning potentially 2–4 more monthly filings before they're silent.
Passive 13G, not 13D
Monthly cadence
Cumulative sell-down ledger
All confirmed Form 4 / 13G filings
| Date | Filing entity | Shares sold | Avg price | Proceeds | Cumul. sold |
|---|---|---|---|---|---|
| May 11 | Merger close — position established | +~29.6M | 0.800× UDMY | — | 0 |
| May 18 | IPPE Master Fund, L.P. | −78,628 | $5.6889 | ~$447K | 78,628 |
| May 19 | IVP VII entities (IVA VII LP control) | −~1.1M est. | $5.4097 | ~$5.9M | ~1.18M |
| May 20 | IVP VII entities (IVA VII LP control) | −~0.83M est. | $5.2441 | ~$4.3M | ~2.0M |
| Jun 1 | Insight Holdings Group, LLC (direct) ⚠ 3rd-party data | −455,000 ⚠ | $5.41 ⚠ | ~$2.46M ⚠ | ~2.46M |
| TOTAL CONFIRMED SOLD | ~2.46M shares | Blended ~$5.38 | ~$13.2M | ~2.46M | |
| EST. REMAINING (IVP VII + Grace) | ~24–26M shares | — | ~$138–149M mkt val | <10% of co. | |
Near-term price forces — tug of war
Bear skew next 2–4 months
🔴 Bearish pressure
~24–26M shares overhang. At avg daily vol of ~2–3M shares, this is 8–12 trading days of gross supply — but Insight won't dump in one day. Expect slow, steady selling pressure for months.
Monthly 13G transparency. Every month-end, market gets updated count. Traders will front-run the filing date, selling ahead expecting disclosure of more sales.
Price already sliding. Sold at $5.69 → $5.41 ⚠ 3rd-party → $5.21 over just 2 weeks. Each tranche at a lower price means they're not price-disciplined — they want out.
No lockup. UDMY shareholders had no post-merger lockup. Insight is free to sell any amount, any time.
VC fund lifecycle pressure. IVP VII is a vintage fund that must return capital to LPs. This isn't a discretionary trim — it's a fund wind-down obligation.
🟢 Bullish offset
$500M buyback. No expiration. Board authorized May 15. At $5.75, covers ~87M shares. Management has every incentive to absorb Insight supply in the open market — this is the designed counterforce.
Buyback absorbs real supply. If COUR executes aggressively, they can match or exceed Insight's daily selling pace, mechanically supporting the bid.
Institutional value-buyers. BMO and RBC both rate Buy with $7 targets. At $5.25–$5.50 vs. GFValue of $9.12, real-money buyers are watching.
Insight selling is finite. At the current pace of ~500K–1M shares/week, they could be below 5% in 5–8 months. Once below 5%, no more disclosure — the perceived overhang disappears overnight.
No debt covenant risk. Cash-funded buyback, strong balance sheet (10/10 financial strength). Company isn't burning cash to do this.
Research verdict
Structural overhang > buyback in the near term — but the 5% crossing is the catalyst
The math is hard to escape: Insight has ~24–26M shares to sell vs. a $500M buyback that, while large, will be deployed gradually. Monthly 13G filings create a recurring negative newsflow cadence — each filing is a reminder that supply exists. However, the key inflection is when Insight crosses below 5%: at that point no further 13G amendments are required, the disclosed overhang vanishes, and the buyback becomes the dominant visible force. Estimate 5–8 months at current pace before that threshold. Until then, the stock likely trades in a range anchored by (a) buyback support on the low end and (b) Insight supply on the high end — with a bias toward staying range-bound or modestly weak.
Price scenarios — next 6 months
Probabilistic, not advice
| Scenario | Trigger | Insight pace | Price implication |
|---|---|---|---|
| Bull — breakout | Company aggressively executes buyback; absorbs ≥ Insight daily supply; Q2 earnings beat; synergy progress visible | Selling absorbed, net-neutral supply | Possible re-rate toward analyst targets $7–$9; overhang narrative breaks early |
| Base — range-bound | Buyback deployed at measured pace; Insight sells 500K–1M/week; 13G updates confirm steady reduction | ~6 months to 5% crossing | Stock stays $4.90–$6.50 band; monthly re-tests on each 13G release; gradual re-rate post-5% crossing |
| Bear — waterfall | Insight accelerates selling; buyback pace disappoints; Q2 miss or integration setback; broader market selloff | Exceeds buyback absorption daily | Tests 52-week low ~$5.00; potential new lows if fundamental story cracks; buyback provides only a floor, not a floor with a ceiling |