Charles K. Cohn - Jun 10, 2024 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: Jun 10, 2024
Transactions value $: $2,126,270
Form type: 4
Date filed: 6/12/2024, 07:02 PM
Previous filing: Mar 19, 2024
Next filing: Jun 13, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NRDY	Class A Common Stock	Purchase	$561K	+353K		$1.59	353K	Jun 10, 2024	By Cohn Family Trust U/A/D 3/16/2017	F1
holding	NRDY	Class A Common Stock						9.26M	Jun 10, 2024	Direct	F2
holding	NRDY	Class A Common Stock						261K	Jun 10, 2024	By Cohn Family Investments Trust dtd 5/24/18
holding	NRDY	Class A Common Stock						261K	Jun 10, 2024	By Cohn Family Trust 5/24/18
holding	NRDY	Class A Common Stock						10.9M	Jun 10, 2024	Rarefied Air Capital LLC	F3

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	Class B Common Stock	Purchase	$790K	+500K	+1.74%	$1.58	29.3M	Jun 10, 2024	Class A Common Stock	500K		By Cohn Investments, LLC	F4
transaction	NRDY	Class B Common Stock	Purchase	$775K	+500K	+1.71%	$1.55	29.8M	Jun 10, 2024	Class A Common Stock	500K		By Cohn Investments, LLC	F4
holding	NRDY	Class B Common Stock						11.3M	Jun 10, 2024	Class A Common Stock	11.3M		By Charles K. Cohn VT Trust dtd 5/26/17	F4

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

Explanation of Responses:

Id	Content
F1	The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.51 to $1.63, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.
F2	Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan, as amended. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest in seven equal tranches upon the Issuer achieving each of seven share price target milestones that occur at $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 per share, measured, based on the average of our stock price over a consecutive 90 calendar-day period during the performance period. Any unvested RSUs shall expire on September 20, 2028.
F3	Rarefied Air Capital LLC is owned by three trusts: Cohn Family Trust U/A/D 3/16/2017, The Cohn Family Investments Trust 05/24/18, and 2018 Cohn Family Trust U/A/D 5/24/2018.
F4	Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the holder and in accordance with the terms of the Second Amended and Restated Operating Agreement of Nerdy LLC.