Charles K. Cohn - Sep 28, 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 28, 2023
Transactions value $
$0
Form type
4
Date filed
9/29/2023, 06:17 PM
Previous filing
Sep 6, 2023
Next filing
Mar 13, 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 Earnout Shares Disposed to Issuer -1.41M -100% 0 Sep 28, 2023 Class B Common Stock 1.41M By Cohn Investments, LLC F1
transaction NRDY Earnout Shares Disposed to Issuer -551K -100% 0 Sep 28, 2023 Class B Common Stock 551K by Charles K. Cohn VT Trust dtd 5/26/17 F1
transaction NRDY Warrants to purchase Disposed to Issuer -337K -100% 0 Sep 28, 2023 Class B Common Stock 337K By Charles K. Cohn VT Trust dtd 5/26/17 F2
transaction NRDY Warrants to purchase Disposed to Issuer -859K -100% 0 Sep 28, 2023 Class B Common Stock 859K By Cohn Investments, LLC F2
transaction NRDY Class B Common Stock Award +220K +2.01% 11.2M Sep 28, 2023 Class A Common Stock 220K By Charles K. Cohn VT Trust dtd 5/26/1 F1
transaction NRDY Class B Common Stock Award +562K +2.01% 28.6M Sep 28, 2023 Class A Common Stock 562K By Cohn Investments, LLC F1
transaction NRDY Class B Common Stock Award +84.1K +0.75% 11.3M Sep 28, 2023 Class A Common Stock 84.1K By Charles K. Cohn VT Trust dtd 5/26/1 F2
transaction NRDY Class B Common Stock Award +215K +0.75% 28.8M Sep 28, 2023 Class A Common Stock 215K By Cohn Investments, LLC F2
* 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 concurrent earnout transaction, the reporting person forfeited 1,173,835 shares of Class B Common Stock that were subject to forfeiture (the Earnout Shares), and removed the forfeiture restrictions on 782,555 Earnout Shares.
F2 On September 28, 2023, pursuant to the Issuer's previously announced exchange offer, the reporting person exchanged an aggregate of 1,195,376 warrants for 298,844 shares of Class B Common Stock.