0001104659-23-105953.txt : 20231002 0001104659-23-105953.hdr.sgml : 20231002 20231002170134 ACCESSION NUMBER: 0001104659-23-105953 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230928 FILED AS OF DATE: 20231002 DATE AS OF CHANGE: 20231002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Marshall Christopher P CENTRAL INDEX KEY: 0001440008 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39595 FILM NUMBER: 231300500 MAIL ADDRESS: STREET 1: 250 MIDDLEFIELD RD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TCV VIII, L.P. CENTRAL INDEX KEY: 0001566336 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39595 FILM NUMBER: 231300503 BUSINESS ADDRESS: STREET 1: 528 RAMONA STREET CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: (650) 614-8200 MAIL ADDRESS: STREET 1: 528 RAMONA STREET CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TCV VIII (A), L.P. CENTRAL INDEX KEY: 0001566338 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39595 FILM NUMBER: 231300499 BUSINESS ADDRESS: STREET 1: 528 RAMONA STREET CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: (650) 614-8200 MAIL ADDRESS: STREET 1: 528 RAMONA STREET CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TCV VIII VT MASTER GP, LLC CENTRAL INDEX KEY: 0001885561 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39595 FILM NUMBER: 231300502 BUSINESS ADDRESS: STREET 1: 250 MIDDLEFIELD ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-614-8200 MAIL ADDRESS: STREET 1: 250 MIDDLEFIELD ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Technology Crossover Management VIII, Ltd. CENTRAL INDEX KEY: 0001626282 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39595 FILM NUMBER: 231300505 BUSINESS ADDRESS: STREET 1: C/O TECHNOLOGY CROSSOVER VENTURES STREET 2: 250 MIDDLEFIELD ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-614-8200 MAIL ADDRESS: STREET 1: C/O TECHNOLOGY CROSSOVER VENTURES STREET 2: 250 MIDDLEFIELD ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Technology Crossover Manangement VIII, L.P. CENTRAL INDEX KEY: 0001626281 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39595 FILM NUMBER: 231300501 BUSINESS ADDRESS: STREET 1: 528 RAMONA STREET CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-614-8200 MAIL ADDRESS: STREET 1: 528 RAMONA STREET CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TCV VIII VT MASTER, L.P. CENTRAL INDEX KEY: 0001885447 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39595 FILM NUMBER: 231300504 BUSINESS ADDRESS: STREET 1: 250 MIDDLEFIELD ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-614-8200 MAIL ADDRESS: STREET 1: 250 MIDDLEFIELD ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 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 tm2327291-1_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2023-09-28 0 0001819404 Nerdy Inc. NRDY 0001626282 Technology Crossover Management VIII, Ltd. C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK CA 94025 1 0 1 0 0001885447 TCV VIII VT MASTER, L.P. C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK CA 94025 1 0 1 0 0001566336 TCV VIII, L.P. C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK CA 94025 1 0 1 0 0001885561 TCV VIII VT MASTER GP, LLC C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK CA 94025 1 0 1 0 0001626281 Technology Crossover Manangement VIII, L.P. C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK CA 94025 1 0 1 0 0001440008 Marshall Christopher P C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK CA 94025 1 0 1 0 0001566338 TCV VIII (A), L.P. C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK CA 94025 1 0 1 0 0 Class A Common Stock 2023-09-28 4 A 0 29472 A 4065538 I By TCV VIII (A), L.P. Class A Common Stock 2023-09-28 4 D 0 115747 D 3949791 I By TCV VIII (A), L.P. Class B Common Stock 2023-09-28 4 A 0 124138 A 17124053 I By TCV VIII VT Master, L.P. Class B Common Stock 2023-09-28 4 D 0 487526 D 16636527 I By TCV VIII VT Master, L.P. Warrant (right to buy) 11.50 2023-09-28 4 D 0 117890 D 2021-09-20 Class A Common Stock 0 I By TCV VIII (A), L.P. Nerdy LLC Warrant (right to buy) 11.50 2023-09-28 4 D 0 496554 D 2021-09-20 Nerdy LLC Units 0 I By TCV VIII VT Master, L.P. Nerdy LLC Units 2023-09-28 4 A 0 124138 A 2021-09-20 Class A Common Stock 124138 17124053 I By TCV VIII VT Master, L.P. Nerdy LLC Units 2023-09-28 4 D 0 487526 D 2021-09-20 Class A Common Stock 16636527 I By TCV VIII VT Master, L.P. Mandatory exchange, at the Issuer's option, of each warrant to purchase Class A Common Stock for 0.25 shares of Class A Common Stock. Forfeiture of shares of Class A Common Stock (which were received as earnout consideration and were subject to forfeiture if certain trading price thresholds were not met) pursuant to an agreement with the Issuer whereby the Reporting Person agreed to forfeit (and thus surrender for cancellation) 60% of the earnout shares and the Issuer agreed to remove the forfeiture conditions from the remaining 40% of the earnout shares. Mandatory exchange, at the Issuer's option, of each warrant (the "OpCo Warrants") to purchase units of Nerdy LLC ("OpCo Units") for 0.25 shares of Class B Common Stock, together with an equivalent number of OpCo Units. Shares of Class B Common Stock confer no economic rights on the holders thereof but entitle holders to one vote per share on all matters to be voted on by holders of the Class A Common Stock. Upon exchange of OpCo Units reported in Table II hereof for Class A Common Stock or cash, an equal number of shares of Class B Common Stock will be delivered to the Issuer and cancelled for no consideration. Forfeiture of shares of Class B Common Stock, together with an equivalent number of OpCo Units (which were received as earnout consideration and were subject to forfeiture if certain trading price thresholds were not met), pursuant to an agreement with the Issuer whereby the Reporting Person agreed to forfeit (and thus surrender for cancellation) 60% of the earnout equity and the Issuer agreed to remove the forfeiture conditions from the remaining 40% of the earnout equity. Warrants to purchase Class A Common Stock were exercisable for Class A Common Stock from the date of issuance. The Class A Warrants had no expiration date. OpCo Warrants were exercisable for OpCo Units and an equivalent number of shares of Class B Common Stock from the date of issuance. The OpCo Warrants had no expiration date. OpCo Units are exchangeable (upon delivery of an equivalent number of shares of Class B Common Stock (as reported in Table I hereof )) for either cash or shares of Class A Common Stock on a one-for-one basis at the Issuer's election. Technology Crossover Management VIII, Ltd. ("Management VIII") is the sole general partner of Technology Crossover Management VIII, L.P. ("TCM VIII") and of TCV VIII (A), L.P. ("TCV VIII (A)"). TCM VIII, is the sole general partner of TCV VIII, L.P. ("TCV VIII"), which in turn is the sole general partner of TCV VIII VT Master GP, LLC ("Master GP"), which in turn is the sole general partner of TCV VIII VT Master, L.P. ("TCV Master Fund"). Christopher Marshall is a director of the Issuer, a Class A Member of Management VIII and a limited partner of TCM VIII. Mr. Marshall, Management VIII, TCM VIII, TCV VIII and Master GP may be deemed to beneficially own the securities held by TCV VIII (A) and TCV Master Fund, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. /s/ Frederic D. Fenton, Authorized Signatory for TCV VIII (A), L.P. 2023-10-02 /s/ Frederic D. Fenton, Authorized Signatory for TCV VIII VT Master, L.P. 2023-10-02 /s/ Frederic D. Fenton, Authorized Signatory for TCV VIII VT Master GP, LLC 2023-10-02 /s/ Frederic D. Fenton, Authorized Signatory for TCV VIII, L.P. 2023-10-02 /s/ Frederic D. Fenton, Authorized Signatory for Technology Crossover Management VIII, L.P. 2023-10-02 /s/ Frederic D. Fenton, Authorized Signatory for Technology Crossover Management VIII, Ltd. 2023-10-02 /s/ Frederic D. Fenton, Authorized Signatory for Christopher P. Marshall 2023-10-02