| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NRDY | Class A Common Stock | Disposed to Issuer | $0 | -2.4M | -20.1% | $0.00 | 9.54M | Sep 28, 2023 | See Explanation of Responses | F1, F3, F4, F5, F6 |
| transaction | NRDY | Class A Common Stock | Award | +1.28M | +13.44% | 10.8M | Sep 28, 2023 | See Explanation of Responses | F2, F3, F4, F5, F6 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NRDY | Warrants (right to buy) | Disposed to Issuer | -4.89M | -95.32% | 240K | Sep 26, 2023 | Class A Common Stock | 4.89M | $11.50 | See Explanation of Responses | F2, F3, F4, F5, F6 | ||
| transaction | NRDY | Warrants (right to buy) | Award | +4.89M | +2037.04% | 5.13M | Sep 26, 2023 | Class A Common Stock | 4.89M | $11.50 | See Explanation of Responses | F2, F3, F4, F5, F6 | ||
| transaction | NRDY | Warrants (right to buy) | Disposed to Issuer | -5.13M | -100% | 0 | Sep 28, 2023 | Class A Common Stock | 5.13M | $11.50 | See Explanation of Responses | F2, F3, F4, F5, F6 |
| Id | Content |
|---|---|
| F1 | On September 28, 2023, TPG Pace Tech Opportunities Sponsor, Series LLC ("TPG Pace Tech Opportunities Sponsor") surrendered to Nerdy Inc. (the "Issuer") for cancellation at no cost 2,400,000 shares of Class A Common Stock ("Class A Shares") that had been subject to forfeiture if certain stock price thresholds had not been achieved within a period of five years from September 20, 2021. The remaining Class A Shares held by TPG Pace Tech Opportunities Sponsor are no longer subject to potential forfeiture. |
| F2 | On September 26, 2023, the Issuer entered into Amendment No. 1 to the Warrant Agreement providing that, upon closing of the Issuer's exchange offer relating to its outstanding public warrants (the "Exchange Offer"), each of the 4,888,889 warrants (the "Warrants") issued to TPG Pace Tech Opportunities Sponsor in a private placement in connection with the Issuer's IPO be automatically exchanged into 0.250 Class A Shares. TPG Pace Tech Opportunities Sponsor therefore received 1,222,222 Class A Shares in exchange of its 4,888,889 Warrants upon closing of the Exchange Offer on September 28, 2023. In addition, upon closing of the Exchange Offer, the Issuer accepted an aggregate of 240,000 Warrants validly tendered by Tarrant Remain Co III, L.P, James G. Coulter and Jon Winkelried and issued to them an aggregate of 60,000 Class A Shares. |
| F3 | Each of David Bonderman, James G. Coulter and Jon Winkelried own entities that own TPG GP A, LLC (together with Messrs. Bonderman, Coulter and Winkelried, the "Reporting Persons"), which is the managing member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which holds 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc, which is the managing member of TPG GPCo, LLC, which is the managing member of TPG Holdings III-A, LLC, which is the general partner of TPG Holdings III-A, L.P., which is the general partner of TPG Operating Group III, L.P., which is the sole member of TPG Pace Governance, LLC, which is the managing member of TPG Pace Tech Opportunities Sponsor, which directly holds 10,545,472 Class A Shares. |
| F4 | The Reporting Persons may be deemed to beneficially own the 50,000 Class A Shares held by Tarrant Remain Co III, L.P. Excluding Class A Shares directly held by TPG Pace Tech Opportunities Sponsor and RemainCo, Mr. Coulter holds directly or indirectly 115,000 Class A Shares. Excluding Class A Shares directly held by TPG Pace Tech Opportunities Sponsor and RemainCo, Mr. Winkelried holds directly or indirectly 115,000 Class A Shares. |
| F5 | Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the relevant TPG vehicle. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. |
| F6 | 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 Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. |
(7) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (8) Gerald Neugebauer is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated February 26, 2020, which were previously filed with the Securities and Exchange Commission (the "Commission"). (9) Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to the authorization and designation letter dated October 12, 2020, which was previously filed with the Commission.