Filing Details

Accession Number:
0001628280-23-030598
Form Type:
4
Zero Holdings:
No
Publication Time:
2023-08-25 08:02:59
Reporting Period:
2023-08-24
Accepted Time:
2023-08-25 08:02:59
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1819404 Nerdy Inc. NRDY Services-Educational Services (8200) 981499860
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1880171 K. Charles Cohn 101 S. Hanley Road, Suite 300
St. Louis MO 63105
Chief Executive Officer Yes Yes 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 Acquisiton 2023-08-24 16,502 $4.55 10,681,951 No 4 P Indirect Rarefied Air Capital LLC
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect Rarefied Air Capital LLC
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Class A Common Stock 110,704 Indirect By Cohn Family Investments Trust dtd 5/24/18
Class A Common Stock 110,704 Indirect By Cohn Family Trust 5/24/18
Class A Common Stock 9,258,298 Direct
Footnotes
  1. The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $4.50 to $4.65, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.
  2. Rarefied Air Capital LLC is owned by three trusts: Cohn Family Trust U/A/D 3/16/2017, The Cohn Family Investments Trust 05/24/18, and 2018 Cohn Family Trust U/A/D 5/24/2018.
  3. Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan, as amended. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest in seven equal tranches upon the Issuer achieving each of seven share price target milestones that occur at $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 per share, measured, based on the average of our stock price over a consecutive 90 calendar-day period during the performance period. Any unvested RSUs shall expire on September 20, 2028.