Filing Details

Accession Number:
0001387131-22-012475
Form Type:
4
Zero Holdings:
No
Publication Time:
2022-12-15 18:42:29
Reporting Period:
2022-12-13
Accepted Time:
2022-12-15 18:42:29
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1819404 Nerdy Inc. NRDY () 4
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
860866 David Bonderman C/O Tpg Inc.
301 Commerce Street, Suite 3300
Fort Worth TX 76102
Yes No Yes No
1099776 G James Coulter C/O Tpg Inc.
301 Commerce Street, Suite 3300
Fort Worth TX 76102
Yes No Yes No
1366946 Jon Winkelried C/O Tpg Inc.
301 Commerce Street, Suite 3300
Fort Worth TX 76102
Yes No Yes No
1903793 Tpg Gp A, Llc C/O Tpg Inc.
301 Commerce Street, Suite 3300
Fort Worth TX 76102
Yes No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock Disposition 2022-12-13 1,500,000 $1.90 11,943,250 No 4 S Indirect See Explanation of Responses
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Indirect See Explanation of Responses
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class A Common Stock Warrants (right to buy) Disposition 2022-12-13 300,000 $0.18 300,000 $11.50
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
5,128,889 2021-09-20 2026-09-20 No 4 S Indirect
Footnotes
  1. Each of David Bonderman, James G. Coulter and Jon Winkelried own entities that own TPG GP A, LLC (together with Messrs. Bonderman, Coulter and Winkelried, the "Reporting Persons"), which is the managing member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which 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.
  2. TPG, Inc. is the controlling shareholder 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 general partner of TPG PEP GenPar Advisors, L.P., which is the general partner of TPG PEP GenPar Governance, L.P., which is the general partner of each of (i) TPG Public Equity Partners, LP, (ii) TPG Public Equity Partners Master Fund, L.P. and (iii) TPG Public Equity Partners Long Opportunities Master Fund, L.P., each of which directly held shares of Class A common stock ("Class A Shares") of Nerdy Inc. (the "Issuer") and warrants ("Warrants") exercisable for Class A Shares.
  3. The Reporting Persons may be deemed to beneficially own the (i) the 11,723,250 Class A Shares held by TPG Pace Tech Opportunities Sponsor, LLC ("TPG Pace Tech Opportunities Sponsor"), (ii) the 4,888,889 Warrants held by TPG Pace Tech Opportunities Sponsor and (iii) the 200,000 Warrants held by Tarrant Remain Co III, L.P ("RemainCo").
  4. Excluding Class A Shares and Warrants directly held by TPG Pace Tech Opportunities Sponsor and RemainCo, Mr. Coulter holds directly or indirectly 110,000 Class A Shares and 20,000 Warrants.
  5. Excluding Class A Shares and Warrants directly held by TPG Pace Tech Opportunities Sponsor and RemainCo, Mr. Winkelried holds directly or indirectly 110,000 Class A Shares and 20,000 Warrants.
  6. 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.
  7. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (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.