TPG GP A, LLC - 12 Nov 2024 Form 4 Insider Report for Nerdy Inc. (NRDY)

Footnote F1

Effective November 12, 2024, TPG Pace Tech Opportunities Sponsor, Series LLC ("TPG Pace Tech Opportunities Sponsor") distributed, in accordance with its limited liability company agreement, shares of Class A common stock ("Class A Shares") of Nerdy Inc. (the "Issuer") to its members (the "Distribution").

Footnote F2

Each of David Bonderman, James G. Coulter and Jon Winkelried own entities that control TPG GP A, LLC (together with Messrs. Bonderman, Coulter and Winkelried, the "Reporting Persons"), which is the managing member of each of (i) TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., and (ii) Alabama Investments (Parallel) GP, LLC, which is the general partner of each of (a) Alabama Investments (Parallel), LP, (b) Alabama Investments (Parallel) Founder A, LP and (c) Alabama Investments (Parallel) Founder G, LP, which, collectively with TPG Group Holdings (SBS), L.P., Alabama Investments (Parallel), LP and Alabama Investments (Parallel) Founder A, LP, holds 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc.

Footnote F3

TPG Inc. is the managing member of TPG GPCo, LLC, which is the managing member of TPG Holdings III-A, LLC, which is the general partner of TPG Holdings III-A, L.P., which is the general partner of TPG Operating Group III, L.P., which is the sole member of TPG Pace Governance, LLC, which (i) directly holds 6,986,739 Class A Shares, and (ii) is the managing member of TPG Pace Tech Opportunities Sponsor. TPG GP A, LLC is the sole member of TPG GP Advisors, LLC, which is the general partner of TPG Cross-Platform VSP, L.P., which directly holds 267,917 Class A Shares.

Footnote F4

The Reporting Persons may be deemed to beneficially own the 583,550 Class A Shares held by Tarrant Remain Co III, L.P. Excluding Class A Shares directly held by TPG Pace Governance, LLC, TPG Cross-Platform VSP, L.P. and RemainCo, Mr. Coulter holds directly or indirectly 115,000 Class A Shares. Excluding Class A Shares directly held by TPG Pace Governance, LLC, TPG Cross-Platform VSP, L.P. and RemainCo, Mr. Winkelried holds directly or indirectly 115,000 Class A Shares.

Footnote F5

As a result of the Distribution, TPG Pace Tech Opportunities Sponsor is no longer entitled to designate an individual for inclusion in the slate of nominees recommended by the Issuer's board of directors for election as a director. The Reporting Persons accordingly are no longer subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Footnote F6

Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the relevant TPG vehicle. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

Footnote F7

Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.