Christopher P. Marshall - May 1, 2024 Form 4 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 1, 2024
Transactions value $
$55,062
Form type
4
Date filed
5/3/2024, 06:37 PM
Previous filing
May 11, 2022

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 +83.9K $0.00 83.9K May 1, 2024 Class A Common Stock 83.9K $2.56 Direct F1, F2, F3
transaction NRDY Stock Option (Right to Buy) Award $55.1K +30.8K $1.79 30.8K May 1, 2024 Class A Common Stock 30.8K $2.56 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 number of options issued reflects the value of the reporting person's annual cash retainer and additional annual retainer for committee memberships for the Nerdy Inc. board of directors. The reporting person has elected to have all or a portion of their annual cash retainer and additional annual retainer for committee memberships paid in the form of equity in lieu of cash compensation.
F2 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.
F3 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.