| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NRDY | Class A Common Stock | Purchase | $403K | +233K | $1.73 | 233K | May 19, 2022 | Rarefied Air Capital LLC | F1, F2, F3 | |
| transaction | NRDY | Class A Common Stock | Purchase | $57.2K | +33.3K | +14.29% | $1.72 | 266K | May 20, 2022 | Rarefied Air Capital LLC | F1, F3, F4 |
| holding | NRDY | Class A Common Stock | 111K | May 19, 2022 | By Cohn Family Investments Trust dtd 5/24/18 | ||||||
| holding | NRDY | Class A Common Stock | 111K | May 19, 2022 | By Cohn Family Trust 5/24/18 | ||||||
| holding | NRDY | Class A Common Stock | 9.26M | May 19, 2022 | Direct | F5 |
| Id | Content |
|---|---|
| F1 | The original Form 4, filed on May 23, 2022, is being amended by this Form 4 amendment solely to correct Box 3, Transaction Code, which was incorrectly selected as "A" instead of "P" in the originally filed Form 4. |
| F2 | The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.695 to $1.750, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected. |
| F3 | Rarefied Air Capital LLC is owned by three trusts: Cohn Family Trust U/A/D 3/16/2017, The Cohn Family Investments Trust 05/24/18, and 2018 Cohn Family Trust U/A/D 5/24/2018. |
| F4 | The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.700 to $1.775, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected. |
| F5 | Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan, as amended. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest in seven equal tranches upon the Issuer achieving each of seven share price target milestones that occur at $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 per share, measured, based on the average of our stock price over a consecutive 90 calendar-day period during the performance period. Any unvested RSUs shall expire on September 20, 2028. |