Tim Chao-Ming Chen - Nov 3, 2021 Form 3 Insider Report for NERDWALLET, INC. (NRDS)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Bridgett Gatewood, Attorney-In-Fact for Tim Chao-Ming Chen
Stock symbol
NRDS
Transactions as of
Nov 3, 2021
Transactions value $
$0
Form type
3
Date filed
11/3/2021, 06:03 PM
Next filing
Nov 10, 2021

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
holding NRDS Class F Common Stock Nov 3, 2021 Class B Common Stock 16.2M By The Tim Chen Revocable Trust F1, F2
holding NRDS Class F Common Stock Nov 3, 2021 Class B Common Stock 4.41M By The Seed Investor Irrevocable Remainder Trust F1, F3
holding NRDS Class F Common Stock Nov 3, 2021 Class B Common Stock 2.64M By The Seed Investor Irrevocable Remainder Trust II F1, F4
holding NRDS Class F Common Stock Nov 3, 2021 Class B Common Stock 8.45M By The Seed Investor 2021 Annuity Trust F1, F5
holding NRDS Employee Stock Options (right to buy) Nov 3, 2021 Class A Common Stock 19.8K $22.18 Direct F6
holding NRDS Employee Stock Options (right to buy) Nov 3, 2021 Class A Common Stock 455K $20.16 Direct F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Upon the closing of the initial public offering of the Issuer, the Class F Common Stock will be reclassified and converted into Class B Common Stock on a one-for-one basis. The Class F Common Stock has no expiration date.
F2 These shares are held by The Tim Chen Revocable Trust u/a/d 3/11/2016, for which Mr. Chen serves as the trustee.
F3 These shares are held by The Seed Investor Irrevocable Remainder Trust u/a/d 3/11/2016, for which Mr. Chen serves as the trustee.
F4 These shares are held by The Seed Investor Irrevocable Remainder Trust II u/a/d 8/19/2019, for which Mr. Chen serves as the trustee.
F5 These shares are held by The Seed Investor 2021 Annuity Trust u/a/d 2/25/2021, for which Mr. Chen serves as the trustee.
F6 25% of the shares subject to the option vest on the one-year anniversary of the 5/24/2021 Vesting Commencement Date ("VCD") and remaining shares vest as to 25% of the shares subject to the option on the 24th day of January of each of 2023, 2024 and 2025, such that the option will be fully vested on 1/24/2025.
F7 25% of the shares subject to the option vest on the one-year anniversary of the 5/24/2021 VCD and 1/48th of the shares subject to the grant vest monthly thereafter, with the exception of January of each of 2023, 2024, and 2025 when only 1% of the shares subject to the option will vest. The option will be fully vested and exercisable on the fourth anniversary of the VCD.

Remarks:

EXHIBIT LIST: EX-24 Power of Attorney for Tim Chao-Ming Chen