0001628280-24-011810.txt : 20240319 0001628280-24-011810.hdr.sgml : 20240319 20240319084823 ACCESSION NUMBER: 0001628280-24-011810 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240315 FILED AS OF DATE: 20240319 DATE AS OF CHANGE: 20240319 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cohn Charles K. CENTRAL INDEX KEY: 0001880171 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39595 FILM NUMBER: 24761215 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] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 981499860 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8001 FORSYTH BLVD., SUITE 1050 CITY: ST. LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: (314) 412-1227 MAIL ADDRESS: STREET 1: 8001 FORSYTH BLVD., SUITE 1050 CITY: ST. LOUIS STATE: MO ZIP: 63105 FORMER COMPANY: FORMER CONFORMED NAME: TPG Pace Tech Opportunities Corp. DATE OF NAME CHANGE: 20200728 4 1 wk-form4_1710852492.xml FORM 4 X0508 4 2024-03-15 0 0001819404 Nerdy Inc. NRDY 0001880171 Cohn Charles K. 8001 FORSYTH BLVD., SUITE 1050 ST. LOUIS MO 63105 1 1 1 0 Chief Executive Officer 0 Class A Common Stock 2024-03-15 4 P 0 37500 2.99 A 260704 I By Cohn Family Trust 5/24/18 Class A Common Stock 2024-03-15 4 P 0 37500 2.99 A 260704 I By Cohn Family Investments Trust dtd 5/24/18 Class A Common Stock 10855579 I Rarefied Air Capital LLC 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 $2.88 to $3.09, 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 2024-03-19