Charles K. Cohn - Dec 13, 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
Dec 13, 2024
Transactions value $
$9,780,000
Form type
4
Date filed
12/17/2024, 08:59 AM
Previous filing
Dec 16, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NRDY Class A Common Stock Purchase $5.1M +3M +11.76% $1.70 28.5M Dec 13, 2024 By Cohn Family Trust U/A/D 3/16/2017 F1
transaction NRDY Class A Common Stock Purchase $3.98M +2M +7.02% $1.99 30.5M Dec 16, 2024 By Cohn Family Trust U/A/D 3/16/2017 F2
holding NRDY Class A Common Stock 850K Dec 13, 2024 By Cohn Family Trust 5/24/18
holding NRDY Class A Common Stock 9.26M Dec 13, 2024 Direct F3
holding NRDY Class A Common Stock 811K Dec 13, 2024 By Cohn Family Investments Trust dtd 5/24/18
holding NRDY Class A Common Stock 13.2M Dec 13, 2024 Rarefied Air Capital LLC F4

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 $700K +350K +30.43% $2.00 1.5M Dec 16, 2024 Class A Common Stock 350K By Rarefied Air Capital LLC F5
holding NRDY Class B Common Stock 11.3M Dec 13, 2024 Class A Common Stock 11.3M By Charles K. Cohn VT Trust dtd 5/26/17 F5
holding NRDY Class B Common Stock 29.8M Dec 13, 2024 Class A Common Stock 29.8M By Cohn Investments, LLC F5
* 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 $1.80, 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 The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.63 to $2.05 , 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.
F3 Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan. 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.
F4 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.
F5 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.