Robert J. Hutter - 28 Sep 2023 Form 4 Insider Report for Nerdy Inc. (NRDY)

Role: Director
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: 10 Oct 2023, 18:27:13 UTC
Previous filing: 05 May 2023
Next filing: 03 May 2024
SEC: View on sec.gov

Key filing fact

Robert J. Hutter filed Form 4 for Nerdy Inc. (NRDY) on 10 Oct 2023.

Key facts

This page summarizes Robert J. Hutter's Form 4 filing for Nerdy Inc. (NRDY).
8 reported transactions and 4 derivative rows are listed below.
Filing timestamp: 10 Oct 2023, 18:27.

Change

Previous filing in this sequence was filed on 05 May 2023.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

See Original Filing

Transactions Table

NRDY transaction

Class A Common Stock

Award

Transaction value
Shares: +59,100
Change %: +0.73%
Price
Shares after: 8,152,683
Date: 28 Sep 2023
Ownership: See footnotes
Footnotes: F1, F2, F3

NRDY transaction

Class A Common Stock

Disposed to Issuer

Transaction value
Shares: -232,109
Change %: -2.8%
Price
Shares after: 7,920,574
Date: 28 Sep 2023
Ownership: See footnotes
Footnotes: F2, F3, F4

NRDY transaction

Class B Common Stock

Award

Transaction value
Shares: +9,092
Change %: +0.73%
Price
Shares after: 1,254,258
Date: 28 Sep 2023
Ownership: See footnotes
Footnotes: F5, F6

NRDY transaction

Class B Common Stock

Disposed to Issuer

Transaction value
Shares: -35,710
Change %: -2.8%
Price
Shares after: 1,218,548
Date: 28 Sep 2023
Ownership: See footnotes
Footnotes: F6, F7

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

NRDY transaction Derivative

Warrant (right to buy)

Disposed to Issuer

Transaction value
Shares: -236,409
Change %: -100%
Price
Shares after: 0
Date: 28 Sep 2023
Ownership: See footnote
Underlying class: Class A Common Stock
Underlying amount
Exercise price: $11.50
Footnotes: F1, F2, F3, F8

NRDY transaction Derivative

Nerdy LLC Warrant (right to buy)

Disposed to Issuer

Transaction value
Shares: -36,370
Change %: -100%
Price
Shares after: 0
Date: 28 Sep 2023
Ownership: See footnotes
Underlying class: Class B Common Stock
Underlying amount
Exercise price: $11.50
Footnotes: F5, F6, F9

NRDY transaction Derivative

Nerdy LLC Unit

Award

Transaction value
Shares: +9,092
Change %: +0.73%
Price
Shares after: 1,254,258
Date: 28 Sep 2023
Ownership: See footnotes
Underlying class: Class A Common Stock
Underlying amount: 9,092
Exercise price
Footnotes: F5, F6, F10

NRDY transaction Derivative

Nerdy LLC Unit

Disposed to Issuer

Transaction value
Shares: -35,710
Change %: -2.8%
Price
Shares after: 1,218,548
Date: 28 Sep 2023
Ownership: See footnotes
Underlying class: Class A Common Stock
Underlying amount: 35,710
Exercise price
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.