Jason H. Pello - Sep 20, 2021 Form 3 Insider Report for Nerdy Inc. (NRDY)

Role
Chief Financial Officer
Signature
/s/ Evyn Rabinowitz, Attorney-in-Fact
Stock symbol
NRDY
Transactions as of
Sep 20, 2021
Transactions value $
$0
Form type
3
Date filed
9/30/2021, 09:26 PM
Next filing
Dec 2, 2021

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
holding NRDY Earnout Shares Sep 20, 2021 Class A Common Stock 2.04K Direct F1, F2
holding NRDY Warrants to purchase Class A Common Stock Sep 20, 2021 Class A Common Stock 1.25K $11.50 Direct F1
holding NRDY Stock Appreciation Right Sep 20, 2021 Class A Common Stock 212K $2.47 Direct F1, F3
holding NRDY Stock Appreciation Right Sep 20, 2021 Class A Common Stock 71.9K $1.99 Direct F1, F4
holding NRDY Stock Appreciation Right Sep 20, 2021 Class A Common Stock 283K $1.99 Direct F1, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On September 20, 2021 (the "Effective Time"), the Issuer, formerly known as TPG Pace Tech Opportunities Corp., acquired Live Learning Technology LLC ("Nerdy") pursuant to a Business Combination Agreement by and among the Issuer, Nerdy and certain other parties thereto (the "Business Combination Agreement"). Pursuant to the Business Combination Agreement, at the Effective Time, the outstanding equity interests of Nerdy held by the reporting person were converted into the right to receive shares of the Issuer's Class A Common Stock.
F2 The reporting person holds an aggregate of 2,039 shares of Class A Common Stock that are subject to forfeiture (the "Earnout Shares") if the volume-weighted average price ("VWAP") of the Class A Common Stock does not exceed certain thresholds at any point before September 20, 2026. The Earnout Shares shall be no longer subject to forfeiture as follows: (a) one-third in the event that the VWAP is greater than $12.00 for any 20 days within any 30 consecutive trading day period, (b) one-third in the event that the VWAP is greater than $14.00 for any 20 days within any 30 consecutive trading day period and (c) one-third in the event that the VWAP is greater than $16.00 for any 20 days within any 30 consecutive trading day period.
F3 The Stock Appreciation Right ("SAR") vested 25% on January 16, 2021 with the remaining 75% vesting over the following three years in 12 equal quarterly installments.
F4 The SAR vested 25% on June 12, 2021 with the remaining 75% vesting over the following three years in 12 equal quarterly installments.
F5 The SAR shall vest 25% on October 5, 2021 with the remaining 75% vesting over the following three years in 12 equal quarterly installments.

Remarks:

Exhibit 24 - Power of Attorney