Kathleen Philips - 20 Sep 2021 Form 4 Insider Report for Nerdy Inc. (NRDY)

Role
Director
Signature
/s/ Evyn Rabinowitz, Attorney-in-Fact
Issuer symbol
NRDY
Transactions as of
20 Sep 2021
Net transactions value
$0
Form type
4
Filing time
23 Sep 2021, 11:32:35 UTC
Next filing
07 Dec 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NRDY Class A Common Stock Award $0 +40,000 $0.000000 40,000 20 Sep 2021 Direct F1, F2
transaction NRDY Class A Common Stock Award +25,000 +62% 65,000 20 Sep 2021 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NRDY Class F Common Stock Disposed to Issuer -40,000 -100% 0 20 Sep 2021 Class A Common Stock 40,000 Direct F1, F2
transaction NRDY Warrants (Right to Buy) Award +5,000 5,000 20 Sep 2021 Class A Common Stock 5,000 $11.50 Direct F3
transaction NRDY Stock Option (Right to Buy) Award $0 +4,800 $0.000000 4,800 20 Sep 2021 Class A Common Stock 4,800 $11.20 Direct
transaction NRDY Stock Option (Right to Buy) Award $0 +80,000 +1667% $0.000000 84,800 20 Sep 2021 Class A Common Stock 80,000 $11.20 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On September 20, 2021, TPG Pace Tech Opportunities Corp. (renamed Nerdy Inc., the "Issuer") domesticated as a Delaware corporation whereupon each Class F Ordinary Share, par value $0.0001 per share, of the Issuer became one share of Class F Common Stock, par value $0.0001 per share ("Class F Common Stock"), of the Issuer.
F2 On September 20, 2021 in connection with the transactions contemplated by the Business Combination Agreement, as amended, among the Issuer and the other parties thereto (the "Business Combination"), the shares of Class F Common Stock held by Kathleen Philips following the domestication described above were exchanged for an equal number of shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer. Pursuant to the Issuer's Certificate of Incorporation (and previously the Issuer's Amended & Restated Memorandum and Articles of Association), the shares of Class F Common Stock had been automatically convertible into shares of Class A Common Stock (previously Class A Ordinary Shares) of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment.
F3 On September 20, 2021 in connection with the Business Combination, the Issuer issued to Kathleen Philips 25,000 shares of Class A Common Stock and 5,000 Warrants at a purchase price of $10.00 per share.
F4 On September 20, 2021 in connection with the Business Combination, the Issuer issued to Kathleen Philips 80,000 options to purchase Class A Common Stock at a purchase price of $11.20 per share, which vest in three equal annual installments beginning on September 20, 2022.