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

Role
Director
Signature
/s/ Evyn Rabinowitz, Attorney-in-Fact
Stock symbol
NRDY
Transactions as of
Sep 20, 2021
Transactions value $
$0
Form type
4
Date filed
9/23/2021, 11:32 AM
Next filing
Dec 7, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NRDY Class A Common Stock Award $0 +40K $0.00 40K Sep 20, 2021 Direct F1, F2
transaction NRDY Class A Common Stock Award +25K +62.5% 65K Sep 20, 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 -40K -100% 0 Sep 20, 2021 Class A Common Stock 40K Direct F1, F2
transaction NRDY Warrants (Right to Buy) Award +5K 5K Sep 20, 2021 Class A Common Stock 5K $11.50 Direct F3
transaction NRDY Stock Option (Right to Buy) Award $0 +4.8K $0.00 4.8K Sep 20, 2021 Class A Common Stock 4.8K $11.20 Direct
transaction NRDY Stock Option (Right to Buy) Award $0 +80K +1666.67% $0.00 84.8K Sep 20, 2021 Class A Common Stock 80K $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.