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