0001628280-22-017410.txt : 20220617 0001628280-22-017410.hdr.sgml : 20220617 20220617130617 ACCESSION NUMBER: 0001628280-22-017410 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220615 FILED AS OF DATE: 20220617 DATE AS OF CHANGE: 20220617 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cohn Charles K. CENTRAL INDEX KEY: 0001880171 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39595 FILM NUMBER: 221023137 MAIL ADDRESS: STREET 1: NERDY INC. STREET 2: 101 S. HANLEY RD., SUITE 300 CITY: ST. LOUIS STATE: MO ZIP: 63105 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Nerdy Inc. CENTRAL INDEX KEY: 0001819404 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 981499860 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 101 S. HANLEY RD., SUITE 300 CITY: ST. LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: (314) 412-1227 MAIL ADDRESS: STREET 1: 101 S. HANLEY RD., SUITE 300 CITY: ST. LOUIS STATE: MO ZIP: 63105 FORMER COMPANY: FORMER CONFORMED NAME: TPG Pace Tech Opportunities Corp. DATE OF NAME CHANGE: 20200728 4 1 wf-form4_165548556401649.xml FORM 4 X0306 4 2022-06-15 0 0001819404 Nerdy Inc. NRDY 0001880171 Cohn Charles K. 101 S. HANLEY ROAD, SUITE 300 ST. LOUIS MO 63105 1 1 1 0 Chief Executive Officer Class A Common Stock 2022-06-15 4 P 0 209360 3.14 A 5000000 I Rarefied Air Capital LLC Class A Common Stock 110704 I By Cohn Family Investments Trust dtd 5/24/18 Class A Common Stock 110704 I By Cohn Family Trust 5/24/18 Class A Common Stock 9258298 D The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $3.075 to $3.400, 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. 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. 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. /s/ Thomas Lynn, Attorney-in-Fact 2022-06-17