Christopher C. Swenson - 28 Sep 2023 Form 4 Insider Report for Nerdy Inc. (NRDY)

Role: Chief Legal Officer
Signature: /s/ Thomas Lynn, Attorney-in-Fact
Issuer symbol: NRDY
Transactions as of: 28 Sep 2023
Net transactions value: $0
Form type: 4
Filing time: 29 Sep 2023, 18:15:32 UTC
Previous filing: 28 Sep 2023
Next filing: 24 Jan 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NRDY	Class A Common Stock	Award		+1,072	+0.08%		1,288,248	28 Sep 2023	Direct	F1

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	Earnout Shares	Disposed to Issuer		-28,314	-100%		0	28 Sep 2023	Class B Common Stock	28,314		Direct	F2
transaction	NRDY	Warrants to purchase	Disposed to Issuer		-17,303	-100%		0	28 Sep 2023	Class B Common Stock	17,303		Direct	F1
transaction	NRDY	Warrants to purchase	Disposed to Issuer		-4,291	-100%		0	28 Sep 2023	Class A Common Stock	4,291	$11.50	Direct	F1
transaction	NRDY	Class B Common Stock	Award		+11,325	+1.1%		1,029,074	28 Sep 2023	Class A Common Stock	11,325		Direct	F2, F3
transaction	NRDY	Class B Common Stock	Award		+4,325	+0.42%		1,033,399	28 Sep 2023	Class A Common Stock	4,325		Direct	F1, F3

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

Explanation of Responses:

Id	Content
F1	On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 4,291 warrants to purchase Class A Common Stock for 1,072 shares of Class A Common Stock, and an aggregate of 17,303 warrants to purchase Class B Common Stock for 4,325 shares of Class B Common Stock.
F2	On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 16,989 shares of Class A Common Stock that were subject to forfeiture (the Earnout Shares), and removed the forfeiture restrictions on 11,325 Earnout Shares.
F3	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.