SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Hutter Robert J.

(Last)

(First)

(Middle)

101 S. HANLEY ROAD, SUITE 300

(Street)

ST. LOUIS

63105

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/20/2021

3. Issuer Name and Ticker or Trading Symbol
Nerdy Inc. [ NRDY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
09/23/2021

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	0	D⁽¹⁾⁽²⁾⁽³⁾
Class A Common Stock	8,093,583	I	See footnotes⁽¹⁾⁽²⁾⁽⁴⁾
Class B Common Stock	1,245,166	I	See footnotes⁽³⁾⁽⁵⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrant (right to buy)	09/20/2021	⁽⁶⁾	Class A Common Stock	236,409	$11.5	I	See footnote⁽¹⁾⁽²⁾⁽⁶⁾
Nerdy LLC Unit	09/20/2021	⁽⁷⁾	Class A Common Stock	1,245,166	⁽⁷⁾	I	See footnotes⁽³⁾⁽⁷⁾
Nerdy LLC Warrant (right to buy)	09/20/2021	⁽⁸⁾	Class B Common Stock	36,370	$11.5	I	See footnotes⁽³⁾⁽⁸⁾

Explanation of Responses:

1. Mr. Hutter is a director of the Issuer, a Managing Member of Learn Capital Management X, LLC ("LCM X"), a Managing Member of Learn Capital Management XI, LLC ("LCM XI"), a Managing Member of Learn Capital Management XII, LLC ("LCM XII"), a Managing Member of Learn Capital Management XIII, LLC ("LCM XIII") and a Managing Member of Learn Capital Management XVI, LLC ("LCM XVI")

2. LCM X is the sole general partner of Learn Capital Special Opportunities Fund X, L.P. ("LCSOF X"). LCM XI is the sole general partner of Learn Capital Special Opportunities Fund XI, L.P. ("LCSOF XI"). LCM XII is the sole general partner of Learn Capital Special Opportunities Fund XII, L.P. ("LCSOF XII"). LCM XIII is the sole general partner of Learn Capital Special Opportunities Fund XIII, L.P. ("LCSOF XIII"). LCM XVI is the sole general partner of Learn Capital Special Opportunities Fund XVI, L.P. ("LCSOF XVI"). Each of LCSOF X, LCSOF XI, LCSOF XII, LCSOF XIII and LCSOF XVI hold an interest in the Issuer therefore Mr. Hutter, LCM X, LCM XI, LCM XII, LCM XIII and LCM XVI may be deemed to beneficially own the securities, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.

3. Mr. Hutter is a director of the Issuer, a Managing Member of Learn Capital Management XIV, LLC ("LCM XIV") and a Managing Member of Learn Capital Management XV, LLC ("LCM XV"). LCM XIV is the sole general partner of Learn Capital Special Opportunities Fund XIV, L.P. ("LCSOF XIV"). LCM XV is the sole general partner of Learn Capital Special Opportunities Fund XV, L.P. ("LCSOF XV"). Each of LCSOF XIV and LCSOF XV hold an interest in the Issuer therefore Mr. Hutter, LCM XIV and LCM XV may be deemed to beneficially own the securities, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.

4. The reported securities are directly held by LCSOF XI VT, Inc. and consist of (i) 7,706,735 shares of Class A Common Stock of the Issuer ("Class A Common Stock") and (ii) 386,848 shares of Class A Common Stock which were received as earn-out consideration and are subject to potential forfeiture if certain trading price thresholds are not met within five years from the date of issuance.

5. The reported securities (i) are directly held by Learn Capital Special Opportunities Fund XIV, L.P. and Learn Capital Special Opportunities Fund XV, L.P., with each entity holding 50% of the units and (ii) consist of (A) 1,185,650 units of Nerdy LLC ("OpCo Units") and (B) 59,516 OpCo Units which were received as earn-out consideration and are subject to potential forfeiture if certain trading price thresholds are not met within five years from the date of issuance. 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 for Class A Common Stock, an equal number of shares of Class B Common Stock will be delivered to the Issuer and cancelled for no consideration.

6. The reported warrants to purchase shares of Class A Common Stock ("Class A Warrants") are directly held by LCSOF XI VT, Inc. The Class A Warrants are exercisable for one share of Class A Common Stock from the date of issuance. The Class A Warrants have no expiration date.

7. The reported securities (i) are directly held by Learn Capital Special Opportunities Fund XIV, L.P. and Learn Capital Special Opportunities Fund XV, L.P., with each entity holding 50% of the units and (ii) consist of (A) 1,185,650 OpCo Units and (B) 59,516 OpCo Units which were received as earn-out consideration and are subject to potential forfeiture if certain trading price thresholds are not met within five years from the date of issuance. OpCo Units are exchangeable (upon delivery of a corresponding 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 following the six-month anniversary of the date of issuance.

8. The reported warrants to purchase OpCo Units ("OpCo Warrants") are directly held by Learn Capital Special Opportunities Fund XIV, L.P. and Learn Capital Special Opportunities Fund XV, L.P., with each entity holding 50% of the units. OpCo Warrants are exercisable from the date of issuance and include the issuance of a corresponding number of Class B Common Stock, which together are exchangeable for either cash or shares of Class A Common Stock on a one-for-one basis at the Issuer's election following the six-month anniversary of the date of issuance. The OpCo Warrants have no expiration date.

Remarks:

	/s/ Thomas Lynn, Attorney-in-Fact	10/10/2023
	** 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 5 (b)(v).
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