LIGHT STREET CAPITAL MANAGEMENT, LLC - 17 Sep 2021 Form 4 Insider Report for Nerdy Inc. (NRDY)

Role
10%+ Owner
Signature
Light Street Capital Management, LLC, By: /s/ Theo J. Robins, Chief Compliance Officer
Issuer symbol
NRDY
Transactions as of
17 Sep 2021
Net transactions value
+$28,307,747
Form type
4
Filing time
21 Sep 2021, 21:55:44 UTC
Previous filing
16 Sep 2021
Next filing
24 Sep 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NRDY Class A ordinary shares, par value $0.0001 per share Purchase $223,617 +20,086 +3.6% $11.13 583,842 17 Sep 2021 See footnotes F2, F4
transaction NRDY Class A ordinary shares, par value $0.0001 per share Purchase $40,257 +3,616 +3.4% $11.13 108,560 17 Sep 2021 See footnotes F3, F4
transaction NRDY Class A ordinary shares, par value $0.0001 per share Purchase $5,400,000 +540,000 +9.3% $10.00 6,336,937 20 Sep 2021 See footnotes F1, F4, F5
transaction NRDY Class A ordinary shares, par value $0.0001 per share Purchase $22,000,000 +2,200,000 +35% $10.00 8,536,937 20 Sep 2021 See footnotes F1, F4, F6
transaction NRDY Class A ordinary shares, par value $0.0001 per share Purchase $482,100 +48,210 +8.3% $10.00 632,052 20 Sep 2021 See footnotes F2, F4, F5
transaction NRDY Class A ordinary shares, par value $0.0001 per share Purchase $117,900 +11,790 +11% $10.00 120,350 20 Sep 2021 See footnotes F3, F4, F5
transaction NRDY Class A ordinary shares, par value $0.0001 per share Purchase $37,603 +3,257 +0.52% $11.55 635,309 21 Sep 2021 See footnotes F2, F4
transaction NRDY Class A ordinary shares, par value $0.0001 per share Purchase $6,269 +543 +0.45% $11.55 120,893 21 Sep 2021 See footnotes F3, 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
transaction NRDY Warrants to purchase Class A ordinary shares Purchase +900,000 900,000 20 Sep 2021 Class A ordinary shares, par value $0.0001 per sha 900,000 $11.50 See footnotes F1, F4, F7, F8
transaction NRDY Warrants to purchase Class A ordinary shares Purchase +400,000 400,000 20 Sep 2021 Class A ordinary shares, par value $0.0001 per sha 400,000 $11.50 See footnotes F1, F4, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Class A ordinary shares ("Shares") are held directly for the account of Light Street Mercury Master Fund, L.P. ("Mercury"), and indirectly by Light Street Capital Management, LLC ("LSCM") and Glen Thomas Kacher ("Mr. Kacher").
F2 These Shares are held directly for the account of Light Street Tungsten Master Fund, L.P. ("Tungsten"), and indirectly by LSCM and Mr. Kacher.
F3 These Shares are held directly for the account of Light Street Halo, L.P. ("Halo"), and indirectly by LSCM and Mr. Kacher.
F4 LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F5 These Shares were acquired in connection with the closing of the Business Combination between the Issuer and Live Learning Technologies LLC (the "Closing"), pursuant to a Subscription Agreement with the Issuer dated January 28, 2021 (the "PIPE Financing").
F6 These Shares and warrants to acquire Shares ("Warrants") were acquired in connection with the Closing, pursuant to a Forward Purchase Agreement with the Issuer dated September 23, 2020 (the "Forward Purchase Agreement"). Pursuant to the Forward Purchase Agreement, the Issuer agreed to issue to Class A Shares at a price of $10.00 per share, plus warrants to purchase one Class A Share at $11.50 per share. The transactions contemplated by the PIPE Financing and Forward Purchase Agreement closed substantially concurrently with the Closing.
F7 These Warrants are exercisable beginning 30 days after the Closing and may be exercised for cash or on a cashless basis.
F8 These Warrants were part of Units of the Issuer that the Reporting Persons acquired for $10 per share.