Stuart Udell - Aug 4, 2022 Form 3 Insider Report for Nerdy Inc. (NRDY)

Role
Director
Signature
/s/ Thomas Lynn, Attorney-in-Fact
Stock symbol
NRDY
Transactions as of
Aug 4, 2022
Transactions value $
$0
Form type
3
Date filed
8/8/2022, 04:09 PM
Next filing
May 5, 2023

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 to purchase Aug 4, 2022 Class B Common Stock 551 $11.50 By STUART J. UDELL 2012 FAMILY TRUST
holding NRDY Earnout Shares Aug 4, 2022 Class B Common Stock 902 By STUART J. UDELL 2012 FAMILY TRUST F1
holding NRDY Class B Common Stock Aug 4, 2022 Class A Common Stock 18K By STUART J. UDELL 2012 FAMILY TRUST F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reporting person holds an aggregate of 902 shares of Class B Common Stock that are subject to forfeiture (the "Earnout Shares") if the volume-weighted average price ("VWAP") of the Class A Common Stock does not exceed certain thresholds at any point before September 20, 2026. The Earnout Shares shall be no longer subject to forfeiture as follows: (a) one-third in the event that the VWAP is greater than $12.00 for any 20 days within any 30 consecutive trading day period, (b) one-third in the event that the VWAP is greater than $14.00 for any 20 days within any 30 consecutive trading day period, and (c) one-third in the event that the VWAP is greater than $16.00 for any 20 days within any 30 consecutive trading day period.
F2 Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the holder and in accordance with the terms of the Second Amended and Restated Operating Agreement of Nerdy LLC.

Remarks:

Exhibit 24 - Power of Attorney