Christopher P. Marshall - May 4, 2022 Form 4/A - Amendment Insider Report for Nerdy Inc. (NRDY)

Role: Director
Signature: /s/ Frederic D. Fenton, Authorized Signatory for Christopher P. Marshall
Stock symbol: NRDY
Transactions as of: May 4, 2022
Transactions value $: $0
Form type: 4/A - Amendment
Date filed: 5/11/2022, 04:27 PM
Date Of Original Report: May 6, 2022
Previous filing: May 5, 2023
Next filing: May 3, 2024

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	Stock Option (Right to Buy)	Award	$0	+65.1K		$0.00	65.1K	May 4, 2022	Class A Common Stock	65.1K	$3.71	Direct	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The original Form 4, filed on May 6, 2022, is being amended by this Form 4 amendment solely to correct an administrative error, which led to overstating the amount of stock options granted to Mr. Marshall.
F2	Mr. Marshall has sole voting and dispositive power over the options he holds directly. However, TCV VIII Management, L.L.C. has the right to 100% of the pecuniary interests in such options. Mr. Marshall is a member of TCV VIII Management, L.L.C. Mr. Marshall disclaims beneficial ownership of such options and the shares to be received upon the exercise of such options except to the extent of his pecuniary interest therein.
F3	The stock options will vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual meeting of Nerdy Inc. stockholders.