| 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 |
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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Nerdy Inc. [ NRDY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/28/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | A(1) | 29,472 | A | (1) | 4,065,538 | I | By TCV VIII (A), L.P.(8)(9) | ||
| Class A Common Stock | 09/28/2023 | D(2) | 115,747 | D | (2) | 3,949,791 | I | By TCV VIII (A), L.P.(8)(9) | ||
| Class B Common Stock | 09/28/2023 | A(3) | 124,138 | A | (3) | 17,124,053 | I | By TCV VIII VT Master, L.P.(8)(9) | ||
| Class B Common Stock | 09/28/2023 | D(4) | 487,526 | D | (4) | 16,636,527 | I | By TCV VIII VT Master, L.P.(8)(9) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Warrant (right to buy) | $11.5 | 09/28/2023 | D(1) | 117,890 | 09/20/2021 | (5) | Class A Common Stock | (1) | (1) | 0 | I | By TCV VIII (A), L.P.(8)(9) | |||
| Nerdy LLC Warrant (right to buy) | $11.5 | 09/28/2023 | D(3) | 496,554 | 09/20/2021 | (6) | Nerdy LLC Units | (3) | (3) | 0 | I | By TCV VIII VT Master, L.P.(8)(9) | |||
| Nerdy LLC Units | (7) | 09/28/2023 | A(3) | 124,138 | 09/20/2021 | (7) | Class A Common Stock | 124,138 | (3) | 17,124,053 | I | By TCV VIII VT Master, L.P.(8)(9) | |||
| Nerdy LLC Units | (7) | 09/28/2023 | D(4) | 487,526 | 09/20/2021 | (7) | Class A Common Stock | (4) | (4) | 16,636,527 | I | By TCV VIII VT Master, L.P.(8)(9) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Mandatory exchange, at the Issuer's option, of each warrant to purchase Class A Common Stock for 0.25 shares of Class A Common Stock. |
| 2. Forfeiture of shares of Class A Common Stock (which were received as earnout consideration and were subject to forfeiture if certain trading price thresholds were not met) pursuant to an agreement with the Issuer whereby the Reporting Person agreed to forfeit (and thus surrender for cancellation) 60% of the earnout shares and the Issuer agreed to remove the forfeiture conditions from the remaining 40% of the earnout shares. |
| 3. Mandatory exchange, at the Issuer's option, of each warrant (the "OpCo Warrants") to purchase units of Nerdy LLC ("OpCo Units") for 0.25 shares of Class B Common Stock, together with an equivalent number of OpCo Units. Shares of Class B Common Stock confer no economic rights on the holders thereof but entitle holders to one vote per share on all matters to be voted on by holders of the Class A Common Stock. Upon exchange of OpCo Units reported in Table II hereof for Class A Common Stock or cash, an equal number of shares of Class B Common Stock will be delivered to the Issuer and cancelled for no consideration. |
| 4. Forfeiture of shares of Class B Common Stock, together with an equivalent number of OpCo Units (which were received as earnout consideration and were subject to forfeiture if certain trading price thresholds were not met), pursuant to an agreement with the Issuer whereby the Reporting Person agreed to forfeit (and thus surrender for cancellation) 60% of the earnout equity and the Issuer agreed to remove the forfeiture conditions from the remaining 40% of the earnout equity. |
| 5. Warrants to purchase Class A Common Stock were exercisable for Class A Common Stock from the date of issuance. The Class A Warrants had no expiration date. |
| 6. OpCo Warrants were exercisable for OpCo Units and an equivalent number of shares of Class B Common Stock from the date of issuance. The OpCo Warrants had no expiration date. |
| 7. OpCo Units are exchangeable (upon delivery of an equivalent number of shares of Class B Common Stock (as reported in Table I hereof )) for either cash or shares of Class A Common Stock on a one-for-one basis at the Issuer's election. |
| 8. Technology Crossover Management VIII, Ltd. ("Management VIII") is the sole general partner of Technology Crossover Management VIII, L.P. ("TCM VIII") and of TCV VIII (A), L.P. ("TCV VIII (A)"). TCM VIII, is the sole general partner of TCV VIII, L.P. ("TCV VIII"), which in turn is the sole general partner of TCV VIII VT Master GP, LLC ("Master GP"), which in turn is the sole general partner of TCV VIII VT Master, L.P. ("TCV Master Fund"). |
| 9. Christopher Marshall is a director of the Issuer, a Class A Member of Management VIII and a limited partner of TCM VIII. Mr. Marshall, Management VIII, TCM VIII, TCV VIII and Master GP may be deemed to beneficially own the securities held by TCV VIII (A) and TCV Master Fund, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. |
| /s/ Frederic D. Fenton, Authorized Signatory for TCV VIII (A), L.P. | 10/02/2023 | |
| /s/ Frederic D. Fenton, Authorized Signatory for TCV VIII VT Master, L.P. | 10/02/2023 | |
| /s/ Frederic D. Fenton, Authorized Signatory for TCV VIII VT Master GP, LLC | 10/02/2023 | |
| /s/ Frederic D. Fenton, Authorized Signatory for TCV VIII, L.P. | 10/02/2023 | |
| /s/ Frederic D. Fenton, Authorized Signatory for Technology Crossover Management VIII, L.P. | 10/02/2023 | |
| /s/ Frederic D. Fenton, Authorized Signatory for Technology Crossover Management VIII, Ltd. | 10/02/2023 | |
| /s/ Frederic D. Fenton, Authorized Signatory for Christopher P. Marshall | 10/02/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||