Charles K. Cohn - 14 Nov 2024 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: 14 Nov 2024
Net transactions value: +$1,181,592
Form type: 4
Filing time: 18 Nov 2024, 18:03:28 UTC
Previous filing: 14 Nov 2024
Next filing: 19 Nov 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NRDY	Class A Common Stock	Purchase	$181,592	+208,726	+1%	$0.8700	21,157,650	14 Nov 2024	By Cohn Family Trust U/A/D 3/16/2017	F1
holding	NRDY	Class A Common Stock						510,704	14 Nov 2024	By Cohn Family Trust 5/24/18
holding	NRDY	Class A Common Stock						13,025,870	14 Nov 2024	Rarefied Air Capital LLC	F2
holding	NRDY	Class A Common Stock						9,258,298	14 Nov 2024	Direct
holding	NRDY	Class A Common Stock						510,704	14 Nov 2024	By Cohn Family Investments Trust dtd 5/24/18

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	$1,000,000	+1,000,000		$1.00	1,000,000	14 Nov 2024	Class A Common Stock	1,000,000		By Rarefied Air Capital LLC	F2, F3
holding	NRDY	Class B Common Stock						11,275,428	14 Nov 2024	Class A Common Stock	11,275,428		By Charles K. Cohn VT Trust dtd 5/26/17	F3
holding	NRDY	Class B Common Stock						29,789,570	14 Nov 2024	Class A Common Stock	29,789,570		By Cohn Investments, LLC	F3

* 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 $0.83 to $0.90, 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	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.
F3	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.