Charles K. Cohn - Sep 20, 2021 Form 3 Insider Report for Nerdy Inc. (NRDY)

Role
Chief Executive Officer, Director
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, 09:40 PM
Next filing
Dec 1, 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 B Common Stock 551K By Charles K. Cohn VT Trust dtd 5/26/17 F2, F3
holding NRDY Earnout Shares Sep 20, 2021 Class B Common Stock 1.41M By Cohn Investments, LLC F2, F3
holding NRDY Warrants to purchase Class B Common Stock Sep 20, 2021 Class B Common Stock 337K $11.50 By Charles K. Cohn VT Trust dtd 5/26/17 F3
holding NRDY Warrants to purchase Class B Common Stock Sep 20, 2021 Class B Common Stock 859K $11.50 By Cohn Investments, LLC F3
holding NRDY Class B Common Stock Sep 20, 2021 Class A Common Stock 11M By Charles K. Cohn VT Trust dtd 5/26/17 F1, F3
holding NRDY Class B Common Stock Sep 20, 2021 Class A Common Stock 28M By Cohn Investments, LLC F1, F3
* 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 B Common Stock.
F2 The reporting person holds an aggregate of 1,956,390 shares of Class B 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 Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the holder and in accordance with the terms of the Second Amended and Restated Operating Agreement of Nerdy LLC.

Remarks:

Exhibit 24 - Power of Attorney