Charles K. Cohn - Aug 20, 2022 Form 4 Insider Report for Nerdy Inc. (NRDY)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Thomas Lynn, Attorney-in-Fact
Stock symbol: NRDY
Transactions as of: Aug 20, 2022
Transactions value $: $17,500,000
Form type: 4
Date filed: 8/23/2022, 11:25 AM
Previous filing: Jun 17, 2022
Next filing: Nov 18, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NRDY	Class A Common Stock	Purchase	$17.5M	+5M	+100%	$3.50	10M	Aug 20, 2022	Rarefied Air Capital LLC	F1
holding	NRDY	Class A Common Stock						111K	Aug 20, 2022	By Cohn Family Investments Trust dtd 5/24/18
holding	NRDY	Class A Common Stock						111K	Aug 20, 2022	By Cohn Family Trust 5/24/18
holding	NRDY	Class A Common Stock						9.26M	Aug 20, 2022	Direct	F2

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

Explanation of Responses:

Id	Content
F1	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.
F2	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.

Content

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.

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.