Robert Hutter - 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
10/10/2023, 06:27 PM
Previous filing
May 5, 2023
Next filing
May 3, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NRDY Class A Common Stock Award +59.1K +0.73% 8.15M Sep 28, 2023 See footnotes F1, F2, F3
transaction NRDY Class A Common Stock Disposed to Issuer -232K -2.85% 7.92M Sep 28, 2023 See footnotes F2, F3, F4
transaction NRDY Class B Common Stock Award +9.09K +0.73% 1.25M Sep 28, 2023 See footnotes F5, F6
transaction NRDY Class B Common Stock Disposed to Issuer -35.7K -2.85% 1.22M Sep 28, 2023 See footnotes F6, F7

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 Warrant (right to buy) Disposed to Issuer -236K -100% 0 Sep 28, 2023 Class A Common Stock $11.50 See footnote F1, F2, F3, F8
transaction NRDY Nerdy LLC Warrant (right to buy) Disposed to Issuer -36.4K -100% 0 Sep 28, 2023 Class B Common Stock $11.50 See footnotes F5, F6, F9
transaction NRDY Nerdy LLC Unit Award +9.09K +0.73% 1.25M Sep 28, 2023 Class A Common Stock 9.09K See footnotes F5, F6, F10
transaction NRDY Nerdy LLC Unit Disposed to Issuer -35.7K -2.85% 1.22M Sep 28, 2023 Class A Common Stock 35.7K See footnotes F6, F7, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Mandatory exchange, at the Issuer's option, of each warrant to purchase Class A Common Stock for 0.25 shares of Class A Common Stock.
F2 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").
F3 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.
F4 Forfeiture of shares of Class A Common Stock (which were received as earnout consideration and were subject to forfeiture if certain trading price thresholds were not met) pursuant to an agreement with the Issuer whereby the Reporting Person agreed to forfeit (and thus surrender for cancellation) 60% of the earnout shares and the Issuer agreed to remove the forfeiture conditions from the remaining 40% of the earnout shares.
F5 Mandatory exchange, at the Issuer's option, of each warrant (the "OpCo Warrants") to purchase units of Nerdy LLC ("OpCo Units") for 0.25 shares of Class B Common Stock, together with an equivalent number of OpCo Units. 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 reported in Table II hereof for Class A Common Stock or cash, an equal number of shares of Class B Common Stock will be delivered to the Issuer and cancelled for no consideration.
F6 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.
F7 Forfeiture of shares of Class B Common Stock, together with an equivalent number of OpCo Units (which were received as earnout consideration and were subject to forfeiture if certain trading price thresholds were not met), pursuant to an agreement with the Issuer whereby the Reporting Person agreed to forfeit (and thus surrender for cancellation) 60% of the earnout equity and the Issuer agreed to remove the forfeiture conditions from the remaining 40% of the earnout equity.
F8 Warrants to purchase Class A Common Stock were exercisable for Class A Common Stock from the date of issuance. The Class A Warrants had no expiration date.
F9 OpCo Warrants were exercisable for OpCo Units and an equivalent number of shares of Class B Common Stock from the date of issuance. The OpCo Warrants had no expiration date.
F10 OpCo Units are exchangeable (upon delivery of an equivalent 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.