Tpg Gp A, Llc - Jan 12, 2022 Form 3 Insider Report for Nerdy Inc. (NRDY)

Role: Director, 10%+ Owner
Signature: /s/ Bradford Berenson, General Counsel, TPG GP A, LLC (6)
Stock symbol: NRDY
Transactions as of: Jan 12, 2022
Transactions value $: $0
Form type: 3
Date filed: 1/21/2022, 05:16 PM
Next filing: Jan 13, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	NRDY	Class A Common Stock						13.3M	Jan 12, 2022	See Explanation of Responses	F1, F2, F3, F4, F5

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	Warrants (right to buy)							Jan 12, 2022	Class A Common Stock	5.41M	$11.50	See Explanation of Responses	F1, F2, F3, F4, F5

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

Explanation of Responses:

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.

Remarks:

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.