Robert J. Hutter - Sep 20, 2021 Form 3/A - Amendment Insider Report for Nerdy Inc. (NRDY)

Role: Director
Signature: /s/ Thomas Lynn, Attorney-in-Fact
Stock symbol: NRDY
Transactions as of: Sep 20, 2021
Transactions value $: $0
Form type: 3/A - Amendment
Date filed: 10/10/2023, 04:57 PM
Date Of Original Report: Sep 23, 2021
Next filing: Oct 7, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	NRDY	Class A Common Stock						0	Sep 20, 2021	Direct	F1, F2, F3
holding	NRDY	Class A Common Stock						8.09M	Sep 20, 2021	See footnotes	F1, F2, F4
holding	NRDY	Class B Common Stock						1.25M	Sep 20, 2021	See footnotes	F3, F5

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
holding	NRDY	Warrant (right to buy)							Sep 20, 2021	Class A Common Stock	236K	$11.50	See footnote	F1, F2, F6
holding	NRDY	Nerdy LLC Unit							Sep 20, 2021	Class A Common Stock	1.25M		See footnotes	F3, F7
holding	NRDY	Nerdy LLC Warrant (right to buy)							Sep 20, 2021	Class B Common Stock	36.4K	$11.50	See footnotes	F3, F8

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

Explanation of Responses:

Id	Content
F1	Mr. Hutter is a director of the Issuer, a Managing Member of Learn Capital Management X, LLC ("LCM X"), a Managing Member of Learn Capital Management XI, LLC ("LCM XI"), a Managing Member of Learn Capital Management XII, LLC ("LCM XII"), a Managing Member of Learn Capital Management XIII, LLC ("LCM XIII") and a Managing Member of Learn Capital Management XVI, LLC ("LCM XVI")
F2	LCM X is the sole general partner of Learn Capital Special Opportunities Fund X, L.P. ("LCSOF X"). LCM XI is the sole general partner of Learn Capital Special Opportunities Fund XI, L.P. ("LCSOF XI"). LCM XII is the sole general partner of Learn Capital Special Opportunities Fund XII, L.P. ("LCSOF XII"). LCM XIII is the sole general partner of Learn Capital Special Opportunities Fund XIII, L.P. ("LCSOF XIII"). LCM XVI is the sole general partner of Learn Capital Special Opportunities Fund XVI, L.P. ("LCSOF XVI"). Each of LCSOF X, LCSOF XI, LCSOF XII, LCSOF XIII and LCSOF XVI hold an interest in the Issuer therefore Mr. Hutter, LCM X, LCM XI, LCM XII, LCM XIII and LCM XVI may be deemed to beneficially own the securities, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
F3	Mr. Hutter is a director of the Issuer, a Managing Member of Learn Capital Management XIV, LLC ("LCM XIV") and a Managing Member of Learn Capital Management XV, LLC ("LCM XV"). LCM XIV is the sole general partner of Learn Capital Special Opportunities Fund XIV, L.P. ("LCSOF XIV"). LCM XV is the sole general partner of Learn Capital Special Opportunities Fund XV, L.P. ("LCSOF XV"). Each of LCSOF XIV and LCSOF XV hold an interest in the Issuer therefore Mr. Hutter, LCM XIV and LCM XV may be deemed to beneficially own the securities, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
F4	The reported securities are directly held by LCSOF XI VT, Inc. and consist of (i) 7,706,735 shares of Class A Common Stock of the Issuer ("Class A Common Stock") and (ii) 386,848 shares of Class A Common Stock which were received as earn-out consideration and are subject to potential forfeiture if certain trading price thresholds are not met within five years from the date of issuance.
F5	The reported securities (i) are directly held by Learn Capital Special Opportunities Fund XIV, L.P. and Learn Capital Special Opportunities Fund XV, L.P., with each entity holding 50% of the units and (ii) consist of (A) 1,185,650 units of Nerdy LLC ("OpCo Units") and (B) 59,516 OpCo Units which were received as earn-out consideration and are subject to potential forfeiture if certain trading price thresholds are not met within five years from the date of issuance. Shares of Class B Common Stock confer no economic rights on the holders thereof but entitle holders to one vote per share on all matters to be voted on by holders of the Class A Common Stock. Upon exchange of OpCo Units for Class A Common Stock, an equal number of shares of Class B Common Stock will be delivered to the Issuer and cancelled for no consideration.
F6	The reported warrants to purchase shares of Class A Common Stock ("Class A Warrants") are directly held by LCSOF XI VT, Inc. The Class A Warrants are exercisable for one share of Class A Common Stock from the date of issuance. The Class A Warrants have no expiration date.
F7	The reported securities (i) are directly held by Learn Capital Special Opportunities Fund XIV, L.P. and Learn Capital Special Opportunities Fund XV, L.P., with each entity holding 50% of the units and (ii) consist of (A) 1,185,650 OpCo Units and (B) 59,516 OpCo Units which were received as earn-out consideration and are subject to potential forfeiture if certain trading price thresholds are not met within five years from the date of issuance. OpCo Units are exchangeable (upon delivery of a corresponding number of shares of Class B Common Stock (as reported in Table I hereof )) for either cash or shares of Class A Common Stock on a one-for-one basis at the Issuer's election following the six-month anniversary of the date of issuance.
F8	The reported warrants to purchase OpCo Units ("OpCo Warrants") are directly held by Learn Capital Special Opportunities Fund XIV, L.P. and Learn Capital Special Opportunities Fund XV, L.P., with each entity holding 50% of the units. OpCo Warrants are exercisable from the date of issuance and include the issuance of a corresponding number of Class B Common Stock, which together are exchangeable for either cash or shares of Class A Common Stock on a one-for-one basis at the Issuer's election following the six-month anniversary of the date of issuance. The OpCo Warrants have no expiration date.