SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* TPG GP A, LLC (Last) (First) (Middle) C/O TPG INC. 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Nerdy Inc. [ NRDY ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/26/2023
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/28/2023		D(1)		2,400,000	D	$0	9,543,250	I	See Explanation of Responses(1)(3)(4)(5)(6)
Class A Common Stock	09/28/2023		A		1,282,222	A	(2)	10,825,472	I	See Explanation of Responses(2)(3)(4)(5)(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants (right to buy)	$11.5	09/26/2023		D			4,888,889	09/20/2021	09/20/2026	Class A Common Stock	4,888,889	(2)	240,000	I	See Explanation of Responses(2)(3)(4)(5)(6)
Warrants (right to buy)	$11.5	09/26/2023		A		4,888,889		09/20/2021	09/20/2026	Class A Common Stock	4,888,889	(2)	5,128,889	I	See Explanation of Responses(2)(3)(4)(5)(6)
Warrants (right to buy)	$11.5	09/28/2023		D			5,128,889	09/20/2021	09/20/2026	Class A Common Stock	5,128,889	(2)	0	I	See Explanation of Responses(2)(3)(4)(5)(6)

1. Name and Address of Reporting Person* TPG GP A, LLC (Last) (First) (Middle) C/O TPG INC. 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BONDERMAN DAVID (Last) (First) (Middle) C/O TPG INC. 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* COULTER JAMES G (Last) (First) (Middle) C/O TPG INC. 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WINKELRIED JON (Last) (First) (Middle) C/O TPG INC. 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On September 28, 2023, TPG Pace Tech Opportunities Sponsor, Series LLC ("TPG Pace Tech Opportunities Sponsor") surrendered to Nerdy Inc. (the "Issuer") for cancellation at no cost 2,400,000 shares of Class A Common Stock ("Class A Shares") that had been subject to forfeiture if certain stock price thresholds had not been achieved within a period of five years from September 20, 2021. The remaining Class A Shares held by TPG Pace Tech Opportunities Sponsor are no longer subject to potential forfeiture.

2. On September 26, 2023, the Issuer entered into Amendment No. 1 to the Warrant Agreement providing that, upon closing of the Issuer's exchange offer relating to its outstanding public warrants (the "Exchange Offer"), each of the 4,888,889 warrants (the "Warrants") issued to TPG Pace Tech Opportunities Sponsor in a private placement in connection with the Issuer's IPO be automatically exchanged into 0.250 Class A Shares. TPG Pace Tech Opportunities Sponsor therefore received 1,222,222 Class A Shares in exchange of its 4,888,889 Warrants upon closing of the Exchange Offer on September 28, 2023. In addition, upon closing of the Exchange Offer, the Issuer accepted an aggregate of 240,000 Warrants validly tendered by Tarrant Remain Co III, L.P, James G. Coulter and Jon Winkelried and issued to them an aggregate of 60,000 Class A Shares.

3. Each of David Bonderman, James G. Coulter and Jon Winkelried own entities that own TPG GP A, LLC (together with Messrs. Bonderman, Coulter and Winkelried, the "Reporting Persons"), which is the managing member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which 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, which 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 is the managing member of TPG Pace Tech Opportunities Sponsor, which directly holds 10,545,472 Class A Shares.

4. The Reporting Persons may be deemed to beneficially own the 50,000 Class A Shares held by Tarrant Remain Co III, L.P. Excluding Class A Shares directly held by TPG Pace Tech Opportunities Sponsor and RemainCo, Mr. Coulter holds directly or indirectly 115,000 Class A Shares. Excluding Class A Shares directly held by TPG Pace Tech Opportunities Sponsor and RemainCo, Mr. Winkelried holds directly or indirectly 115,000 Class A Shares.

5. 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.

6. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (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.

Remarks:

(7) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (8) Gerald Neugebauer is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated February 26, 2020, which were previously filed with the Securities and Exchange Commission (the "Commission"). (9) Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to the authorization and designation letter dated October 12, 2020, which was previously filed with the Commission.

	/s/ Bradford Berenson, General Counsel, TPG GP A, LLC (7)	09/28/2023
	/s/ Gerald Neugebauer, on behalf of David Bonderman (7) (8)	09/28/2023
	/s/ Gerald Neugebauer, on behalf of James G. Coulter (7) (8)	09/28/2023
	/s/ Gerald Neugebauer, on behalf of Jon Winkelried (7) (9)	09/28/2023
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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