Stuart Udell - Sep 28, 2023 Form 4 Insider Report for Nerdy Inc. (NRDY)

Role
Director
Signature
/s/ Thomas Lynn, Attorney-in-Fact
Stock symbol
NRDY
Transactions as of
Sep 28, 2023
Transactions value $
$0
Form type
4
Date filed
9/29/2023, 06:16 PM
Previous filing
May 5, 2023
Next filing
May 3, 2024

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 Warrants to purchase Disposed to Issuer -551 -100% 0 Sep 28, 2023 Class B Common Stock 551 $11.50 By STUART J. UDELL 2012 FAMILY TRUST F1
transaction NRDY Earnout Shares Disposed to Issuer -902 -100% 0 Sep 28, 2023 Class B Common Stock 902 By STUART J. UDELL 2012 FAMILY TRUST F2
transaction NRDY Class B Common Stock Award +137 +0.76% 18.1K Sep 28, 2023 Class A Common Stock 137 By STUART J. UDELL 2012 FAMILY TRUST F1, F3
transaction NRDY Class B Common Stock Award +360 +1.99% 18.5K Sep 28, 2023 Class A Common Stock 360 By STUART J. UDELL 2012 FAMILY TRUST F2, 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 551 warrants for 137 shares of Class B Common Stock.
F2 On September 28, 2023, pursuant to the concurrent earnout transaction, the reporting person forfeited 542 shares of Class B Common Stock that were subject to forfeiture (the Earnout Shares), and removed the forfeiture restrictions on 360 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.