Charles K. Cohn - Sep 5, 2023 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
Sep 5, 2023
Transactions value $
$50,086
Form type
4
Date filed
9/6/2023, 08:46 AM
Previous filing
Sep 5, 2023
Next filing
Sep 29, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NRDY Class A Common Stock Purchase $50.1K +10.3K +0.1% $4.85 10.8M Sep 5, 2023 Rarefied Air Capital LLC F1, F2
holding NRDY Class A Common Stock 111K Sep 5, 2023 By Cohn Family Investments Trust dtd 5/24/18
holding NRDY Class A Common Stock 111K Sep 5, 2023 By Cohn Family Trust 5/24/18
holding NRDY Class A Common Stock 9.26M Sep 5, 2023 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $4.78 to $4.91, 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.
F2 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.
F3 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.