Charles K. Cohn - 28 Sep 2023 Form 4 Insider Report for Nerdy Inc. (NRDY)

Role
Chief Executive Officer, Director, 10%+ Owner
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, 18:17:26 UTC
Previous filing
06 Sep 2023
Next filing
13 Mar 2024
SEC
View on sec.gov

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 -1,405,689 -100% 0 28 Sep 2023 Class B Common Stock 1,405,689 By Cohn Investments, LLC F1
transaction NRDY Earnout Shares Disposed to Issuer -550,701 -100% 0 28 Sep 2023 Class B Common Stock 550,701 by Charles K. Cohn VT Trust dtd 5/26/17 F1
transaction NRDY Warrants to purchase Disposed to Issuer -336,540 -100% 0 28 Sep 2023 Class B Common Stock 336,540 By Charles K. Cohn VT Trust dtd 5/26/17 F2
transaction NRDY Warrants to purchase Disposed to Issuer -858,836 -100% 0 28 Sep 2023 Class B Common Stock 858,836 By Cohn Investments, LLC F2
transaction NRDY Class B Common Stock Award +220,280 +2% 11,191,293 28 Sep 2023 Class A Common Stock 220,280 By Charles K. Cohn VT Trust dtd 5/26/1 F1
transaction NRDY Class B Common Stock Award +562,275 +2% 28,574,861 28 Sep 2023 Class A Common Stock 562,275 By Cohn Investments, LLC F1
transaction NRDY Class B Common Stock Award +84,135 +0.75% 11,275,428 28 Sep 2023 Class A Common Stock 84,135 By Charles K. Cohn VT Trust dtd 5/26/1 F2
transaction NRDY Class B Common Stock Award +214,709 +0.75% 28,789,570 28 Sep 2023 Class A Common Stock 214,709 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.