Christopher P. Marshall - Sep 20, 2021 Form 4 Insider Report for Nerdy Inc. (NRDY)

Role: Director
Signature: /s/ Fredric D. Fenton, Authorized Signatory for Christopher P. Marshall
Stock symbol: NRDY
Transactions as of: Sep 20, 2021
Transactions value $: $0
Form type: 4
Date filed: 9/22/2021, 09:47 PM
Next filing: May 5, 2023

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	+41K		$0.00	41K	Sep 20, 2021	Class A Common Stock	41K	$11.20	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	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.
F2	The reported securities vest and become exercisable upon the first anniversary of the grant.

Content

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.

The reported securities vest and become exercisable upon the first anniversary of the grant.