Institutional Venture Partners XIV Form 4 NERDWALLET / NORMAN A FOGELSONG ownership change

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^*

Institutional Venture Management XIV, LLC

(Last) (First) (Middle)

3000 SAND HILL ROAD, BUILDING 2

SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NERDWALLET, INC. [ NRDS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2021

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
Class A Common Stock	11/08/2021		C		4,454,541	A	(1)	4,454,541	I	See footnote(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
Series A Preferred Stock	(1)	11/08/2021		C			4,454,541	(1)	(1)	Class A Common Stock	4,454,541	$0.00	0	I	See footnote(2)

1. Name and Address of Reporting Person^*

Institutional Venture Management XIV, LLC

(Last) (First) (Middle)

3000 SAND HILL ROAD, BUILDING 2

SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Institutional Venture Partners XIV, L.P.

(Last) (First) (Middle)

3000 SAND HILL ROAD, BUILDING 2

SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Chaffee Todd C

(Last) (First) (Middle)

3000 SAND HILL ROAD, BUILDING 2

SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FOGELSONG NORMAN A

(Last) (First) (Middle)

3000 SAND HILL ROAD, BUILDING2,

SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Harrick Stephen J

(Last) (First) (Middle)

3000 SAND HILL ROAD, BUILDING 2

SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Maltz Jules A.

(Last) (First) (Middle)

3000 SAND HILL ROAD, BUILDING 2

SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Miller J Sanford

(Last) (First) (Middle)

3000 SAND HILL ROAD, BUILDING 2

SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Phelps Dennis B

(Last) (First) (Middle)

3000 SAND HILL ROAD, BUILDING 2

SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. Each share of Series A Preferred Stock automatically converted into one share of Class A Common Stock upon the closing of the Issuer's initial public offering and had no expiration date.

2. These shares are owned directly by Institutional Venture Partners XIV, L.P., of which Institutional Venture Management XIV, LLC ("IVM XIV") is the sole general partner and exercises voting and investment power over these shares. The managing directors of IVM XIV are Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps, Jr. The reporting persons disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that any reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

Remarks:

	/s/ Tracy Hogan, as Attorney-in-Fact for Institutional Venture Management XIV, LLC	11/10/2021
	/s/ Tracy Hogan, as Attorney-in-Fact for Institutional Venture Partners XIV L.P.	11/10/2021
	/s/ Tracy Hogan, as Attorney-in-Fact for Todd C. Chaffee	11/10/2021
	/s/ Tracy Hogan, as Attorney-in-Fact for Norman A. Fogelsong	11/10/2021
	/s/ Tracy Hogan, as Attorney-in-Fact for Stephen J. Harrick	11/10/2021
	/s/ Tracy Hogan, as Attorney-in-Fact for Jules A. Maltz	11/10/2021
	/s/ Tracy Hogan, as Attorney-in-Fact for J. Sanford Miller	11/10/2021
	/s/ Tracy Hogan, as Attorney-in-Fact for Dennis B. Phelps, Jr.	11/10/2021
	** Signature of Reporting Person	Date
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