4//SEC Filing
BONDERMAN DAVID 4
Accession 0001839882-24-039261
CIK 0001819404other
Filed
Nov 13, 7:00 PM ET
Accepted
Nov 14, 4:26 PM ET
Size
14.2 KB
Accession
0001839882-24-039261
Insider Transaction Report
Form 4
Nerdy Inc.NRDY
TPG GP A, LLC
Director10% Owner
Transactions
- Other
Class A Common Stock
2024-11-12−2,757,266→ 8,068,206 total(indirect: See Explanation of Responses)
BONDERMAN DAVID
Director10% Owner
Transactions
- Other
Class A Common Stock
2024-11-12−2,757,266→ 8,068,206 total(indirect: See Explanation of Responses)
COULTER JAMES G
Director10% Owner
Transactions
- Other
Class A Common Stock
2024-11-12−2,757,266→ 8,068,206 total(indirect: See Explanation of Responses)
WINKELRIED JON
Director10% Owner
Transactions
- Other
Class A Common Stock
2024-11-12−2,757,266→ 8,068,206 total(indirect: See Explanation of Responses)
Footnotes (7)
- [F1]Effective November 12, 2024, TPG Pace Tech Opportunities Sponsor, Series LLC ("TPG Pace Tech Opportunities Sponsor") distributed, in accordance with its limited liability company agreement, shares of Class A common stock ("Class A Shares") of Nerdy Inc. (the "Issuer") to its members (the "Distribution").
- [F2]Each of David Bonderman, James G. Coulter and Jon Winkelried own entities that control TPG GP A, LLC (together with Messrs. Bonderman, Coulter and Winkelried, the "Reporting Persons"), which is the managing member of each of (i) TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., and (ii) Alabama Investments (Parallel) GP, LLC, which is the general partner of each of (a) Alabama Investments (Parallel), LP, (b) Alabama Investments (Parallel) Founder A, LP and (c) Alabama Investments (Parallel) Founder G, LP, which, collectively with TPG Group Holdings (SBS), L.P., Alabama Investments (Parallel), LP and Alabama Investments (Parallel) Founder A, LP, holds 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc.
- [F3]TPG Inc. is the managing member of TPG GPCo, LLC, which is the managing member of TPG Holdings III-A, LLC, which is the general partner of TPG Holdings III-A, L.P., which is the general partner of TPG Operating Group III, L.P., which is the sole member of TPG Pace Governance, LLC, which (i) directly holds 6,986,739 Class A Shares, and (ii) is the managing member of TPG Pace Tech Opportunities Sponsor. TPG GP A, LLC is the sole member of TPG GP Advisors, LLC, which is the general partner of TPG Cross-Platform VSP, L.P., which directly holds 267,917 Class A Shares.
- [F4]The Reporting Persons may be deemed to beneficially own the 583,550 Class A Shares held by Tarrant Remain Co III, L.P. Excluding Class A Shares directly held by TPG Pace Governance, LLC, TPG Cross-Platform VSP, L.P. and RemainCo, Mr. Coulter holds directly or indirectly 115,000 Class A Shares. Excluding Class A Shares directly held by TPG Pace Governance, LLC, TPG Cross-Platform VSP, L.P. and RemainCo, Mr. Winkelried holds directly or indirectly 115,000 Class A Shares.
- [F5]As a result of the Distribution, TPG Pace Tech Opportunities Sponsor is no longer entitled to designate an individual for inclusion in the slate of nominees recommended by the Issuer's board of directors for election as a director. The Reporting Persons accordingly are no longer subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
- [F6]Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the relevant TPG vehicle. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
- [F7]Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
Issuer
Nerdy Inc.
CIK 0001819404
Entity typeother
Related Parties
1- filerCIK 0000860866
Filing Metadata
- Form type
- 4
- Filed
- Nov 13, 7:00 PM ET
- Accepted
- Nov 14, 4:26 PM ET
- Size
- 14.2 KB