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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Thryv Holdings, Inc. [ THRY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/10/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 03/10/2022 | S | 175,000(3) | D | $29.61(4) | 8,801,030(5) | I | See Notes(1)(2) | ||
| Common Stock | 03/11/2022 | S | 25,000(6) | D | $30.3 | 8,776,030(7) | I | See Notes(1)(2) | ||
| Common Stock | 03/11/2022 | S | 165,000(8) | D | $29.08(9) | 8,611,030(10) | I | See Notes(1)(2) | ||
| Common Stock | 03/14/2022 | S | 18,828(11) | D | $30.09(12) | 8,592,202(13) | I | See Notes(1)(2) | ||
| Common Stock | 03/14/2022 | S | 21,808(14) | D | $29.14(15) | 8,570,394(16) | I | See Notes(1)(2) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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 II, LP; Verto Direct Opportunity II, LP; Boston Patriot Batterymarch St LLC; Blackwell Partners LLC Series A; and P Mudrick LTD. 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 Common Stock sold by the following entities: 52,276 by Mudrick Distressed Opportunity Fund Global, LP; 20,421 by Blackwell Partners LLC Series A; 26,916 by Boston Patriot Batterymarch St LLC; 5,165 by P Mudrick Ltd.; 23,601 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 44,955 by Verto Direct Opportunity II, LP; and 1,666 by Verto Direct Opportunity GP, LLC (through Jason Mudrick to whom these shares were distributed in connection with the sale). |
| 4. The shares of Common Stock were sold in multiple transactions at prices ranging from $29.50 to $29.94, inclusive. The Reporting Persons undertake to provide to the Issuer, any securityholder or the Securities and Exchange Commission upon request, full information regarding the number shares sold at each separate price within the range. |
| 5. Represents shares of Common Stock directly held following the sale as follows: 2,629,037 by Mudrick Distressed Opportunity Fund Global, LP; 1,027,030 by Blackwell Partners LLC Series A; 1,353,665 by Boston Patriot Batterymarch St LLC; 259,733 by P Mudrick LTD; 1,186,949 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 2,260,855 by Verto Direct Opportunity II, LP; and 83,761 by Verto Direct Opportunity GP, LLC. |
| 6. Represents shares of Common Stock sold by the following entities: 7,468 by Mudrick Distressed Opportunity Fund Global, LP; 2,917 by Blackwell Partners LLC Series A; 3,845 by Boston Patriot Batterymarch St LLC; 738 by P Mudrick Ltd.; 3,372 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 6,422 by Verto Direct Opportunity II, LP; and 238 by Verto Direct Opportunity GP, LLC (through Jason Mudrick to whom these shares were distributed in connection with the sale). |
| 7. Represents shares of Common Stock directly held following the sale as follows: 2,621,569 by Mudrick Distressed Opportunity Fund Global, LP; 1,024,113 by Blackwell Partners LLC Series A; 1,349,820 by Boston Patriot Batterymarch St LLC; 258,995 by P Mudrick LTD; 1,183,577 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 2,254,433 by Verto Direct Opportunity II, LP; and 83,523 by Verto Direct Opportunity GP, LLC. |
| 8. Represents shares of Common Stock sold by the following entities: 49,289 by Mudrick Distressed Opportunity Fund Global, LP; 19,255 by Blackwell Partners LLC Series A; 25,379 by Boston Patriot Batterymarch St LLC; 4,869 by P Mudrick Ltd.; 22,252 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 42,386 by Verto Direct Opportunity II, LP; and 1,570 by Verto Direct Opportunity GP, LLC (through Jason Mudrick to whom these shares were distributed in connection with the sale). |
| 9. The shares of Common Stock were sold in multiple transactions at prices ranging from $28.90 to $29.40, inclusive. The Reporting Persons undertake to provide to the Issuer, any securityholder or the Securities and Exchange Commission upon request, full information regarding the number shares sold at each separate price within the range. |
| 10. Represents shares of Common Stock directly held following the sale as follows: 2,572,280 by Mudrick Distressed Opportunity Fund Global, LP; 1,004,858 by Blackwell Partners LLC Series A; 1,324,441 by Boston Patriot Batterymarch St LLC; 254,126 by P Mudrick LTD; 1,161,325 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 2,212,047 by Verto Direct Opportunity II, LP; and 81,953 by Verto Direct Opportunity GP, LLC. |
| 11. Represents shares of Common Stock sold by the following entities: 5,624 by Mudrick Distressed Opportunity Fund Global, LP; 2,197 by Blackwell Partners LLC Series A; 2,896 by Boston Patriot Batterymarch St LLC; 556 by P Mudrick Ltd.; 2,539 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 4,837 by Verto Direct Opportunity II, LP; and 179 by Verto Direct Opportunity GP, LLC (through Jason Mudrick to whom these shares were distributed in connection with the sale). |
| 12. The shares of Common Stock were sold in multiple transactions at prices ranging from $30.00 to $30.37, inclusive. The Reporting Persons undertake to provide to the Issuer, any securityholder or the Securities and Exchange Commission upon request, full information regarding the number shares sold at each separate price within the range. |
| 13. Represents shares of Common Stock directly held following the sale as follows: 2,566,656 by Mudrick Distressed Opportunity Fund Global, LP; 1,002,661 by Blackwell Partners LLC Series A; 1,321,545 by Boston Patriot Batterymarch St LLC; 253,570 by P Mudrick LTD; 1,158,786 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 2,207,210 by Verto Direct Opportunity II, LP; and 81,774 by Verto Direct Opportunity GP, LLC. |
| 14. Represents shares of Common Stock sold by the following entities: 6,515 by Mudrick Distressed Opportunity Fund Global, LP; 2,545 by Blackwell Partners LLC Series A; 3,354 by Boston Patriot Batterymarch St LLC; 643 by P Mudrick Ltd.; 2,941 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 5,602 by Verto Direct Opportunity II, LP; and 208 by Verto Direct Opportunity GP, LLC (through Jason Mudrick to whom these shares were distributed in connection with the sale). |
| 15. The shares of Common Stock were sold in multiple transactions at prices ranging from $29.00 to $29.99, inclusive. The Reporting Persons undertake to provide to the Issuer, any securityholder or the Securities and Exchange Commission upon request, full information regarding the number shares sold at each separate price within the range. |
| 16. Represents shares of Common Stock directly held following the sale as follows: 2,560,141 by Mudrick Distressed Opportunity Fund Global, LP; 1,000,116 by Blackwell Partners LLC Series A; 1,318,191 by Boston Patriot Batterymarch St LLC; 252,927 by P Mudrick LTD; 1,155,845 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 2,201,608 by Verto Direct Opportunity II, LP; and 81,566 by Verto Direct Opportunity GP, LLC. |
| Remarks: |
| Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference. |
| See Signatures Included in Exhibit 99.1 | 03/14/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||