| Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | NRDY | Class A Common Stock | 13,333,250 | Jan 12, 2022 | See Explanation of Responses | F1, F2, F3, F4, F5 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | NRDY | Warrants (right to buy) | Jan 12, 2022 | Class A Common Stock | 5,408,889 | $11.50 | See Explanation of Responses | F1, F2, F3, F4, F5 |
| Id | Content |
|---|---|
| F1 | On January 12, 2022, in connection with TPG Inc.'s initial public offering, TPG Inc. engaged in certain transactions as part of a corporate reorganization. As a result of the reorganization, TPG GP A, LLC ("TPG GP A") replaced TPG Group Holdings (SBS) Advisors, Inc. as the managing member of TPG Group Holdings (SBS) Advisors, LLC and thus is replacing TPG Group Holdings (SBS) Advisors, Inc. as a Reporting Person for purposes of filings under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including as it relates to Nerdy Inc. (the "Issuer"). |
| F2 | Also as a result of the reorganization, Mr. Jon Winkelried (together with TPG GP A, the "Reporting Persons") may be deemed to beneficially own the (i) shares of Class A Common Stock, par value $0.0001 per share ("Class A Shares"), of the Issuer held by each of TPG Pace Tech Opportunities Sponsor, LLC ("TPG Pace Tech Opportunities Sponsor") and TPG Public Equity Partners, LP, TPG Public Equity Partners Master Fund, L.P. and TPG Public Equity Partners Long Opportunities Master Fund, L.P. (collectively, the "TPEP Funds") and (ii) warrants ("Warrants") to acquire Class A Shares held by each of Tarrant Remain Co III, L.P ("RemainCo") and the TPEP Funds. |
| F3 | The Reporting Persons disclaim beneficial ownership of the securities of the Issuer held by TPG Pace Tech Opportunities Sponsor, the TPEP Funds and RemainCo, except to the extent of their pecuniary interests therein, if any. |
| F4 | Excluding Class A Shares and Warrants directly held by TPG Pace Tech Opportunities Sponsor, the TPEP Funds and RemainCo, Mr. Winkelried holds directly or indirectly 110,000 Class A Shares and 20,000 Warrants. |
| F5 | Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of his pecuniary interest. |
6. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. 7. Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to the authorization and designation letter dated October 20, 2020, which was previously filed with the Securities and Exchange Commission.