4//SEC Filing
Marshall Christopher P 4
Accession 0001104659-23-105953
CIK 0001819404other
Filed
Oct 1, 8:00 PM ET
Accepted
Oct 2, 5:01 PM ET
Size
33.3 KB
Accession
0001104659-23-105953
Insider Transaction Report
Form 4
Nerdy Inc.NRDY
Technology Crossover Management VIII, Ltd.
10% OwnerOther
Transactions
- Disposition to Issuer
Class A Common Stock
2023-09-28−115,747→ 3,949,791 total(indirect: By TCV VIII (A), L.P.) - Award
Class B Common Stock
2023-09-28+124,138→ 17,124,053 total(indirect: By TCV VIII VT Master, L.P.) - Award
Class A Common Stock
2023-09-28+29,472→ 4,065,538 total(indirect: By TCV VIII (A), L.P.) - Disposition to Issuer
Warrant (right to buy)
2023-09-28−117,890→ 0 total(indirect: By TCV VIII (A), L.P.)Exercise: $11.50From: 2021-09-20→ Class A Common Stock - Disposition to Issuer
Nerdy LLC Warrant (right to buy)
2023-09-28−496,554→ 0 total(indirect: By TCV VIII VT Master, L.P.)Exercise: $11.50From: 2021-09-20→ Nerdy LLC Units - Disposition to Issuer
Nerdy LLC Units
2023-09-28−487,526→ 16,636,527 total(indirect: By TCV VIII VT Master, L.P.)From: 2021-09-20→ Class A Common Stock - Disposition to Issuer
Class B Common Stock
2023-09-28−487,526→ 16,636,527 total(indirect: By TCV VIII VT Master, L.P.) - Award
Nerdy LLC Units
2023-09-28+124,138→ 17,124,053 total(indirect: By TCV VIII VT Master, L.P.)From: 2021-09-20→ Class A Common Stock (124,138 underlying)
TCV VIII VT MASTER, L.P.
10% OwnerOther
Transactions
- Disposition to Issuer
Class A Common Stock
2023-09-28−115,747→ 3,949,791 total(indirect: By TCV VIII (A), L.P.) - Disposition to Issuer
Warrant (right to buy)
2023-09-28−117,890→ 0 total(indirect: By TCV VIII (A), L.P.)Exercise: $11.50From: 2021-09-20→ Class A Common Stock - Award
Nerdy LLC Units
2023-09-28+124,138→ 17,124,053 total(indirect: By TCV VIII VT Master, L.P.)From: 2021-09-20→ Class A Common Stock (124,138 underlying) - Disposition to Issuer
Nerdy LLC Warrant (right to buy)
2023-09-28−496,554→ 0 total(indirect: By TCV VIII VT Master, L.P.)Exercise: $11.50From: 2021-09-20→ Nerdy LLC Units - Disposition to Issuer
Nerdy LLC Units
2023-09-28−487,526→ 16,636,527 total(indirect: By TCV VIII VT Master, L.P.)From: 2021-09-20→ Class A Common Stock - Award
Class A Common Stock
2023-09-28+29,472→ 4,065,538 total(indirect: By TCV VIII (A), L.P.) - Award
Class B Common Stock
2023-09-28+124,138→ 17,124,053 total(indirect: By TCV VIII VT Master, L.P.) - Disposition to Issuer
Class B Common Stock
2023-09-28−487,526→ 16,636,527 total(indirect: By TCV VIII VT Master, L.P.)
TCV VIII, L.P.
10% OwnerOther
Transactions
- Award
Class A Common Stock
2023-09-28+29,472→ 4,065,538 total(indirect: By TCV VIII (A), L.P.) - Disposition to Issuer
Nerdy LLC Warrant (right to buy)
2023-09-28−496,554→ 0 total(indirect: By TCV VIII VT Master, L.P.)Exercise: $11.50From: 2021-09-20→ Nerdy LLC Units - Disposition to Issuer
Class A Common Stock
2023-09-28−115,747→ 3,949,791 total(indirect: By TCV VIII (A), L.P.) - Disposition to Issuer
Class B Common Stock
2023-09-28−487,526→ 16,636,527 total(indirect: By TCV VIII VT Master, L.P.) - Disposition to Issuer
Nerdy LLC Units
2023-09-28−487,526→ 16,636,527 total(indirect: By TCV VIII VT Master, L.P.)From: 2021-09-20→ Class A Common Stock - Award
Class B Common Stock
2023-09-28+124,138→ 17,124,053 total(indirect: By TCV VIII VT Master, L.P.) - Disposition to Issuer
Warrant (right to buy)
2023-09-28−117,890→ 0 total(indirect: By TCV VIII (A), L.P.)Exercise: $11.50From: 2021-09-20→ Class A Common Stock - Award
Nerdy LLC Units
2023-09-28+124,138→ 17,124,053 total(indirect: By TCV VIII VT Master, L.P.)From: 2021-09-20→ Class A Common Stock (124,138 underlying)
TCV VIII VT MASTER GP, LLC
10% OwnerOther
Transactions
- Disposition to Issuer
Class A Common Stock
2023-09-28−115,747→ 3,949,791 total(indirect: By TCV VIII (A), L.P.) - Disposition to Issuer
Class B Common Stock
2023-09-28−487,526→ 16,636,527 total(indirect: By TCV VIII VT Master, L.P.) - Disposition to Issuer
Nerdy LLC Warrant (right to buy)
2023-09-28−496,554→ 0 total(indirect: By TCV VIII VT Master, L.P.)Exercise: $11.50From: 2021-09-20→ Nerdy LLC Units - Award
Class B Common Stock
2023-09-28+124,138→ 17,124,053 total(indirect: By TCV VIII VT Master, L.P.) - Award
Class A Common Stock
2023-09-28+29,472→ 4,065,538 total(indirect: By TCV VIII (A), L.P.) - Disposition to Issuer
Nerdy LLC Units
2023-09-28−487,526→ 16,636,527 total(indirect: By TCV VIII VT Master, L.P.)From: 2021-09-20→ Class A Common Stock - Disposition to Issuer
Warrant (right to buy)
2023-09-28−117,890→ 0 total(indirect: By TCV VIII (A), L.P.)Exercise: $11.50From: 2021-09-20→ Class A Common Stock - Award
Nerdy LLC Units
2023-09-28+124,138→ 17,124,053 total(indirect: By TCV VIII VT Master, L.P.)From: 2021-09-20→ Class A Common Stock (124,138 underlying)
Technology Crossover Management VIII, L.P.
10% OwnerOther
Transactions
- Disposition to Issuer
Warrant (right to buy)
2023-09-28−117,890→ 0 total(indirect: By TCV VIII (A), L.P.)Exercise: $11.50From: 2021-09-20→ Class A Common Stock - Award
Class B Common Stock
2023-09-28+124,138→ 17,124,053 total(indirect: By TCV VIII VT Master, L.P.) - Disposition to Issuer
Class A Common Stock
2023-09-28−115,747→ 3,949,791 total(indirect: By TCV VIII (A), L.P.) - Disposition to Issuer
Nerdy LLC Warrant (right to buy)
2023-09-28−496,554→ 0 total(indirect: By TCV VIII VT Master, L.P.)Exercise: $11.50From: 2021-09-20→ Nerdy LLC Units - Award
Class A Common Stock
2023-09-28+29,472→ 4,065,538 total(indirect: By TCV VIII (A), L.P.) - Disposition to Issuer
Class B Common Stock
2023-09-28−487,526→ 16,636,527 total(indirect: By TCV VIII VT Master, L.P.) - Disposition to Issuer
Nerdy LLC Units
2023-09-28−487,526→ 16,636,527 total(indirect: By TCV VIII VT Master, L.P.)From: 2021-09-20→ Class A Common Stock - Award
Nerdy LLC Units
2023-09-28+124,138→ 17,124,053 total(indirect: By TCV VIII VT Master, L.P.)From: 2021-09-20→ Class A Common Stock (124,138 underlying)
Marshall Christopher P
Director
Transactions
- Award
Nerdy LLC Units
2023-09-28+124,138→ 17,124,053 total(indirect: By TCV VIII VT Master, L.P.)From: 2021-09-20→ Class A Common Stock (124,138 underlying) - Award
Class A Common Stock
2023-09-28+29,472→ 4,065,538 total(indirect: By TCV VIII (A), L.P.) - Award
Class B Common Stock
2023-09-28+124,138→ 17,124,053 total(indirect: By TCV VIII VT Master, L.P.) - Disposition to Issuer
Class A Common Stock
2023-09-28−115,747→ 3,949,791 total(indirect: By TCV VIII (A), L.P.) - Disposition to Issuer
Nerdy LLC Warrant (right to buy)
2023-09-28−496,554→ 0 total(indirect: By TCV VIII VT Master, L.P.)Exercise: $11.50From: 2021-09-20→ Nerdy LLC Units - Disposition to Issuer
Class B Common Stock
2023-09-28−487,526→ 16,636,527 total(indirect: By TCV VIII VT Master, L.P.) - Disposition to Issuer
Nerdy LLC Units
2023-09-28−487,526→ 16,636,527 total(indirect: By TCV VIII VT Master, L.P.)From: 2021-09-20→ Class A Common Stock - Disposition to Issuer
Warrant (right to buy)
2023-09-28−117,890→ 0 total(indirect: By TCV VIII (A), L.P.)Exercise: $11.50From: 2021-09-20→ Class A Common Stock
TCV VIII (A), L.P.
Other
Transactions
- Award
Class B Common Stock
2023-09-28+124,138→ 17,124,053 total(indirect: By TCV VIII VT Master, L.P.) - Disposition to Issuer
Class B Common Stock
2023-09-28−487,526→ 16,636,527 total(indirect: By TCV VIII VT Master, L.P.) - Disposition to Issuer
Warrant (right to buy)
2023-09-28−117,890→ 0 total(indirect: By TCV VIII (A), L.P.)Exercise: $11.50From: 2021-09-20→ Class A Common Stock - Award
Nerdy LLC Units
2023-09-28+124,138→ 17,124,053 total(indirect: By TCV VIII VT Master, L.P.)From: 2021-09-20→ Class A Common Stock (124,138 underlying) - Disposition to Issuer
Class A Common Stock
2023-09-28−115,747→ 3,949,791 total(indirect: By TCV VIII (A), L.P.) - Award
Class A Common Stock
2023-09-28+29,472→ 4,065,538 total(indirect: By TCV VIII (A), L.P.) - Disposition to Issuer
Nerdy LLC Warrant (right to buy)
2023-09-28−496,554→ 0 total(indirect: By TCV VIII VT Master, L.P.)Exercise: $11.50From: 2021-09-20→ Nerdy LLC Units - Disposition to Issuer
Nerdy LLC Units
2023-09-28−487,526→ 16,636,527 total(indirect: By TCV VIII VT Master, L.P.)From: 2021-09-20→ Class A Common Stock
Footnotes (9)
- [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.
Documents
Issuer
Nerdy Inc.
CIK 0001819404
Entity typeother
Related Parties
1- filerCIK 0001440008
Filing Metadata
- Form type
- 4
- Filed
- Oct 1, 8:00 PM ET
- Accepted
- Oct 2, 5:01 PM ET
- Size
- 33.3 KB