| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 09/20/2021 | 3. Issuer Name and Ticker or Trading Symbol Nerdy Inc. [ NRDY ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 0 | D(1)(2) | |
| Class A Common Stock | 4,036,066 | I | TCV VIII (A), L.P.(1)(3) |
| Class B Common Stock | 17,000,325 | I | TCV VIII VT Master, L.P.(2)(4) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrant (right to buy) | 09/20/2021 | (5) | Class A Common Stock | 117,890 | 11.5 | I | TCV VIII (A), L.P.(1)(5) |
| Nerdy LLC Unit | 09/20/2021 | (6) | Class A Common Stock | 17,000,325 | (6) | I | TCV VIII VT Master, L.P.(2)(6) |
| Nerdy LLC Warrant (right to buy) | 09/20/2021 | (7) | Class A Common Stock | 496,554 | 11.5 | I | TCV VIII VT Master, L.P.(2)(7) |
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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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. Mr. Marshall is a director of the Issuer, a Class A Member of Technology Crossover Management VIII, Ltd. ("Management VIII") and a limited partner of Technology Crossover Management VIII, L.P. ("TCM VIII"). Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII (A), L.P. ("TCV VIII (A)"). Mr. Marshall, Management VIII and TCM VIII may be deemed to beneficially own the securities held by TCV VIII (A), but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. |
| 2. Mr. Marshall is a director of the Issuer, a Class A Member of Management VIII and a limited partner of TCM VIII. Management VIII is the sole general partner of TCM VIII, which in turn 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"). Mr. Marshall, Management VIII, TCM VIII, TCV VIII and Master GP may be deemed to beneficially own the securities held by TCV Master Fund, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. |
| 3. The reported securities are directly held by TCV VIII (A) and consists of (i) 3,843,155 shares of Class A Common Stock of the Issuer ("Class A Common Stock") and (ii) 192,911 shares of Class A Common Stock which were received as earn-out consideration and are subject to potential forfeiture if certain trading price thresholds are not met within five years from the date of issuance. |
| 4. The reported securities are directly held by TCV Master Fund and consist of (i) 16,187,783 shares of Class B Common Stock of the Issuer ("Class B Common Stock") and (ii) 812,524 shares of Class B Common Stock which were received as earn-out consideration and are subject to potential forfeiture if certain trading price thresholds are not met within five years from the date of issuance. 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, an equal number of shares of Class B Common Stock will be delivered to the Issuer and cancelled for no consideration. |
| 5. The reported warrants to purchase shares of Class A Common Stock ("Class A Warrants") are directly held by TCV VIII (A). The Class A Warrants are exercisable for one share of Class A Common Stock from the date of issuance. The Class A Warrants have no expiration date. |
| 6. The reported units of Nerdy LLC ("OpCo Units") are directly held by TCV Master Fund. OpCo Units are exchangeable (upon delivery of a corresponding 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 following the six-month anniversary of the date of issuance. |
| 7. The reported warrants to purchase OpCo Units ("OpCo Warrants") are directly held by TCV Master Fund. OpCo Warrants are exercisable from the date of issuance and include the issuance of a corresponding number of Class B Common Stock, which together are exchangeable for either cash or shares of Class A Common Stock on a one-for-one basis at the Issuer's election following the six-month anniversary of the date of issuance. The OpCo Warrants have no expiration date. |
| Remarks: |
| Exhibit List: Exhibit 24.1 - Statement Appointing Designated Filer and Authorized Signatories (TCV VIII VT Master, L.P. and TCV VIII Master GP, LLC); Exhibit 24.2 Power of Attorney (Christopher P. Marshall) |
| Frederic D. Fenton, Authorized Signatory for Christopher P. Marshall | 09/30/2021 | |
| Frederic D. Fenton, Authorized Signatory for TCV VIII (A), L.P. | 09/30/2021 | |
| Frederic D. Fenton, Authorized Signatory for TCV VIII VT Master, L.P. | 09/30/2021 | |
| Frederic D. Fenton, Authorized Signatory for TCV VIII VT Master GP, LLC | 09/30/2021 | |
| Frederic D. Fenton, Authorized Signatory for TCV VIII, L.P. | 09/30/2021 | |
| Frederic D. Fenton, Authorized Signatory for Technology Crossover Management VIII, L.P. | 09/30/2021 | |
| Frederic D. Fenton, Authorized Signatory for Technology Crossover Management VIII, Ltd. | 09/30/2021 | |
| ** 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 5 (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. | ||
