Christopher P. Marshall - Sep 20, 2021 Form 3 Insider Report for Nerdy Inc. (NRDY)

Role
Director
Signature
Frederic D. Fenton, Authorized Signatory for Christopher P. Marshall
Stock symbol
NRDY
Transactions as of
Sep 20, 2021
Transactions value $
$0
Form type
3
Date filed
9/30/2021, 06:41 PM
Next filing
May 5, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding NRDY Class A Common Stock 0 Sep 20, 2021 Direct F1, F2
holding NRDY Class A Common Stock 4.04M Sep 20, 2021 TCV VIII (A), L.P. F1, F3
holding NRDY Class B Common Stock 17M Sep 20, 2021 TCV VIII VT Master, L.P. F2, F4

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 Warrant (right to buy) Sep 20, 2021 Class A Common Stock 118K $11.50 TCV VIII (A), L.P. F1, F5
holding NRDY Nerdy LLC Unit Sep 20, 2021 Class A Common Stock 17M TCV VIII VT Master, L.P. F2, F6
holding NRDY Nerdy LLC Warrant (right to buy) Sep 20, 2021 Class A Common Stock 497K $11.50 TCV VIII VT Master, L.P. F2, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Mr. Marshall is a director of the Issuer, a Class A Member of Technology Crossover Management VIII, Ltd. ("Management VIII") and a limited partner of Technology Crossover Management VIII, L.P. ("TCM VIII"). Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII (A), L.P. ("TCV VIII (A)"). Mr. Marshall, Management VIII and TCM VIII may be deemed to beneficially own the securities held by TCV VIII (A), but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
F2 Mr. Marshall is a director of the Issuer, a Class A Member of Management VIII and a limited partner of TCM VIII. Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII, L.P ("TCV VIII"), which in turn is the sole general partner of TCV VIII VT Master GP, LLC ("Master GP"), which in turn is the sole general partner of TCV VIII VT Master, L.P. ("TCV Master Fund"). Mr. Marshall, Management VIII, TCM VIII, TCV VIII and Master GP may be deemed to beneficially own the securities held by TCV Master Fund, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
F3 The reported securities are directly held by TCV VIII (A) and consists of (i) 3,843,155 shares of Class A Common Stock of the Issuer ("Class A Common Stock") and (ii) 192,911 shares of Class A Common Stock which were received as earn-out consideration and are subject to potential forfeiture if certain trading price thresholds are not met within five years from the date of issuance.
F4 The reported securities are directly held by TCV Master Fund and consist of (i) 16,187,783 shares of Class B Common Stock of the Issuer ("Class B Common Stock") and (ii) 812,524 shares of Class B Common Stock which were received as earn-out consideration and are subject to potential forfeiture if certain trading price thresholds are not met within five years from the date of issuance. Shares of Class B Common Stock confer no economic rights on the holders thereof but entitle holders to one vote per share on all matters to be voted on by holders of the Class A Common Stock. Upon exchange of OpCo Units reported in Table II hereof for Class A Common Stock, an equal number of shares of Class B Common Stock will be delivered to the Issuer and cancelled for no consideration.
F5 The reported warrants to purchase shares of Class A Common Stock ("Class A Warrants") are directly held by TCV VIII (A). The Class A Warrants are exercisable for one share of Class A Common Stock from the date of issuance. The Class A Warrants have no expiration date.
F6 The reported units of Nerdy LLC ("OpCo Units") are directly held by TCV Master Fund. OpCo Units are exchangeable (upon delivery of a corresponding number of shares of Class B Common Stock (as reported in Table I hereof )) for either cash or shares of Class A Common Stock on a one-for-one basis at the Issuer's election following the six-month anniversary of the date of issuance.
F7 The reported warrants to purchase OpCo Units ("OpCo Warrants") are directly held by TCV Master Fund. OpCo Warrants are exercisable from the date of issuance and include the issuance of a corresponding number of Class B Common Stock, which together are exchangeable for either cash or shares of Class A Common Stock on a one-for-one basis at the Issuer's election following the six-month anniversary of the date of issuance. The OpCo Warrants have no expiration date.

Remarks:

Exhibit List: Exhibit 24.1 - Statement Appointing Designated Filer and Authorized Signatories (TCV VIII VT Master, L.P. and TCV VIII Master GP, LLC); Exhibit 24.2 Power of Attorney (Christopher P. Marshall)