Technology Crossover Management VIII, Ltd. - Sep 28, 2023 Form 4 Insider Report for Nerdy Inc. (NRDY)

Role
Director, 10%+ Owner
Signature
/s/ Frederic D. Fenton, Authorized Signatory for TCV VIII (A), L.P.
Stock symbol
NRDY
Transactions as of
Sep 28, 2023
Transactions value $
$0
Form type
4
Date filed
10/2/2023, 05:01 PM
Previous filing
Jul 6, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NRDY Class A Common Stock Award +29.5K +0.73% 4.07M Sep 28, 2023 By TCV VIII (A), L.P. F1, F8, F9
transaction NRDY Class A Common Stock Disposed to Issuer -116K -2.85% 3.95M Sep 28, 2023 By TCV VIII (A), L.P. F2, F8, F9
transaction NRDY Class B Common Stock Award +124K +0.73% 17.1M Sep 28, 2023 By TCV VIII VT Master, L.P. F3, F8, F9
transaction NRDY Class B Common Stock Disposed to Issuer -488K -2.85% 16.6M Sep 28, 2023 By TCV VIII VT Master, L.P. F4, F8, F9

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 Warrant (right to buy) Disposed to Issuer -118K -100% 0 Sep 28, 2023 Class A Common Stock $11.50 By TCV VIII (A), L.P. F1, F5, F8, F9
transaction NRDY Nerdy LLC Warrant (right to buy) Disposed to Issuer -497K -100% 0 Sep 28, 2023 Nerdy LLC Units $11.50 By TCV VIII VT Master, L.P. F3, F6, F8, F9
transaction NRDY Nerdy LLC Units Award +124K +0.73% 17.1M Sep 28, 2023 Class A Common Stock 124K By TCV VIII VT Master, L.P. F3, F7, F8, F9
transaction NRDY Nerdy LLC Units Disposed to Issuer -488K -2.85% 16.6M Sep 28, 2023 Class A Common Stock By TCV VIII VT Master, L.P. F4, F7, F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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.
F5 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.
F6 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.
F7 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.
F8 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").
F9 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.