Charles K. Cohn - Nov 14, 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
Nov 14, 2024
Transactions value $
$1,181,592
Form type
4
Date filed
11/18/2024, 06:03 PM
Previous filing
Nov 14, 2024
Next filing
Nov 19, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NRDY Class A Common Stock Purchase $182K +209K +1% $0.87 21.2M Nov 14, 2024 By Cohn Family Trust U/A/D 3/16/2017 F1
holding NRDY Class A Common Stock 511K Nov 14, 2024 By Cohn Family Trust 5/24/18
holding NRDY Class A Common Stock 13M Nov 14, 2024 Rarefied Air Capital LLC F2
holding NRDY Class A Common Stock 9.26M Nov 14, 2024 Direct
holding NRDY Class A Common Stock 511K Nov 14, 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 $1M +1M $1.00 1M Nov 14, 2024 Class A Common Stock 1M By Rarefied Air Capital LLC F2, F3
holding NRDY Class B Common Stock 11.3M Nov 14, 2024 Class A Common Stock 11.3M By Charles K. Cohn VT Trust dtd 5/26/17 F3
holding NRDY Class B Common Stock 29.8M Nov 14, 2024 Class A Common Stock 29.8M 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.