SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Mudrick Capital Management, L.P.

(Last) (First) (Middle)
527 MADISON AVENUE, 6TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Thryv Holdings, Inc. [ THRY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/04/2021 S 100(3) D $20.41 18,317,949 I See notes(1)(2)
Common Stock 03/04/2021 S 22,900(4) D (5) 18,295,049 I See notes(1)(2)
Common Stock 03/05/2021 S 8,238(6) D (7) 18,286,811 I See notes(1)(2)
Common Stock 03/05/2021 S 20,000(8) D (9) 18,266,811 I See notes(1)(2)
Common Stock 03/08/2021 S 510,000(10) D (11) 17,756,811(12) I See notes(1)(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Mudrick Capital Management, L.P.

(Last) (First) (Middle)
527 MADISON AVENUE, 6TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Mudrick Jason

(Last) (First) (Middle)
C/O MUDRICK CAPITAL MANAGEMENT, L.P.
527 MADISON AVENUE, 6TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Mudrick Distressed Opportunity Fund Global, LP

(Last) (First) (Middle)
527 MADISON AVENUE, 6TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Verto Direct Opportunity II, LP

(Last) (First) (Middle)
C/O MUDRICK CAPITAL MANAGEMENT, L.P.
527 MADISON AVENUE, 6TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. This Form 4 is filed by the following Reporting Persons: Mudrick Capital Management, L.P. ("MCM"), Jason Mudrick, Mudrick Distressed Opportunity Fund Global, LP, and Verto Direct Opportunity II, LP.
2. Mr. Mudrick is the sole member of Mudrick Capital Management, LLC, which is the general partner of MCM. MCM is the investment manager of the following entities: Mudrick Distressed Opportunity Fund Global, LP; Mudrick Distressed Opportunity Drawdown Fund, LP; Mudrick Distressed Opportunity Drawdown Fund II, LP; Verto Direct Opportunity II, LP; Boston Patriot Batterymarch St LLC; Blackwell Partners LLC Series A; Mercer QIF Fund PLC; Trustees of Grinnell College; P Mudrick LTD; and Mudrick Distressed Opportunity Specialty Fund, LP. Mr. Mudrick is the managing member of Verto Direct Opportunity GP, LLC, which is the general partner of Verto Direct Opportunity II, LP. Each Reporting Person and each of the aforementioned entities disclaims beneficial ownership of any equity securities of the Issuer except to the extent of such person's or entity's pecuniary interest therein, if any.
3. Represents shares of the Issuer's common stock ("Common Stock") sold as follows: 9 by Blackwell Partners LLC Series A;12 by Boston Patriot Batterymarch St LLC; 6 by Mercer QIF Fund PLC; 11 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 11 by Mudrick Distressed Opportunity Drawdown Fund, LP; 23 by Mudrick Distressed Opportunity Fund Global, LP; 2 by Mudrick Distressed Opportunity Specialty Fund, LP; 2 by P Mudrick LTD; 3 by Trustees of Grinnell College; 1 by Verto Direct Opportunity GP, LLC; and 20 by Verto Direct Opportunity II, LP.
4. Represents shares of the Issuer's common stock ("Common Stock") sold as follows: 2,085 by Blackwell Partners LLC Series A; 2,749 by Boston Patriot Batterymarch St LLC; 1,292 by Mercer QIF Fund PLC; 2,414 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 2,405 by Mudrick Distressed Opportunity Drawdown Fund, LP; 5,334 by Mudrick Distressed Opportunity Fund Global, LP; 563 by Mudrick Distressed Opportunity Specialty Fund, LP; 520 by P Mudrick LTD; 770 by Trustees of Grinnell College; 170 by Verto Direct Opportunity GP, LLC; and 4,598 by Verto Direct Opportunity II, LP.
5. The Common Stock was sold in multiple transactions at prices ranging from $18.50 to $19.01, inclusive. The price reported is a weighted average price. The Reporting Persons undertake 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 of Common Stock sold at each separate price within the range.
6. Represents shares of Common Stock sold as follows: 750 by Blackwell Partners LLC Series A; 989 by Boston Patriot Batterymarch St LLC; 465 by Mercer QIF Fund PLC; 868 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 865 by Mudrick Distressed Opportunity Drawdown Fund, LP; 1,919 by Mudrick Distressed Opportunity Fund Global, LP; 203 by Mudrick Distressed Opportunity Specialty Fund, LP; 187 by P Mudrick LTD; 277 by Trustees of Grinnell College; 61 by Verto Direct Opportunity GP, LLC; and 1,654 by Verto Direct Opportunity II, LP.
7. The Common Stock was sold in multiple transactions at prices ranging from $18.00 to $18.25, inclusive. The price reported is a weighted average price. The Reporting Persons undertake 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 of Common Stock sold at each separate price within the range.
8. Represents shares of Common Stock sold as follows: 1,821 by Blackwell Partners LLC Series A; 2,401 by Boston Patriot Batterymarch St LLC; 1,128 by Mercer QIF Fund PLC; 2,108 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 2,100 by Mudrick Distressed Opportunity Drawdown Fund, LP; 4,658 by Mudrick Distressed Opportunity Fund Global, LP; 492 by Mudrick Distressed Opportunity Specialty Fund, LP; 454 by P Mudrick LTD; 673 by Trustees of Grinnell College; 149 by Verto Direct Opportunity GP, LLC; and 4,016 by Verto Direct Opportunity II, LP.
9. The Common Stock was sold in multiple transactions at prices ranging from $17.00 to $17.70, inclusive. The price reported is a weighted average price. The Reporting Persons undertake 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 of Common Stock sold at each separate price within the range.
10. Represents shares of Common Stock sold as follows: 46,439 by Blackwell Partners LLC Series A; 61,223 by Boston Patriot Batterymarch St LLC; 28,769 by Mercer QIF Fund PLC; 53,763 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 53,550 by Mudrick Distressed Opportunity Drawdown Fund, LP; 118,759 by Mudrick Distressed Opportunity Fund Global, LP; 12,550 by Mudrick Distressed Opportunity Specialty Fund, LP; 11,589 by P Mudrick LTD; 17,158 by Trustees of Grinnell College; 3,794 by Verto Direct Opportunity GP, LLC; and 102,406 by Verto Direct Opportunity II, LP.
11. The Common Stock was sold in multiple transactions at prices ranging from $17.50 to $18.04, inclusive. The price reported is a weighted average price. The Reporting Persons undertake 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 of Common Stock sold at each separate price within the range.
12. Represents shares of Common Stock held by the following entities following the transactions reported on this Form 4: 1,616,886 by Blackwell Partners LLC Series A; 2,131,616 by Boston Patriot Batterymarch St LLC; 1,001,659 by Mercer QIF Fund PLC; 1,871,885 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 1,864,471 by Mudrick Distressed Opportunity Drawdown Fund, LP; 4,134,884 by Mudrick Distressed Opportunity Fund Global, LP; 436,939 by Mudrick Distressed Opportunity Specialty Fund, LP; 403,505 by P Mudrick LTD; 597,377 by Trustees of Grinnell College; 132,094 by Verto Direct Opportunity GP, LLC; and 3,565,495 by Verto Direct Opportunity II, LP.
Remarks:
Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference.
See Signatures Included in Exhibit 99.1 03/08/2021
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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