Paul D Rouse Form 3 Thryv / Paul D Rouse ownership change

SEC Form 3

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^*

Rouse Paul D

(Last) (First) (Middle)

2200 WEST AIRFIELD DRIVE,

P.O. BOX 619810

(Street)

DFW AIRPORT TX 75261

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/23/2020

3. Issuer Name and Ticker or Trading Symbol
Thryv Holdings, Inc. [ THRY ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CFO, Executive VP & Treasure

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)
No securities beneficially owned.	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Stock Option(right to buy)	(1)	11/14/2026	Common Stock	162,521	3.68	D
Stock Option(right to buy)	(2)	11/18/2029	Common Stock	111,111	16.2	D

Explanation of Responses:

1. Represents Stock Options awarded on November 14, 2016 under the Issuer's 2016 Stock Incentive Plan, all of which have vested.

2. Represents Stock Options awarded on November 18, 2019 under the Issuer's 2016 Stock Incentive Plan. Each Stock Option allows the reporting person to purchase one share of the Issuer's Common Stock. One-third becomes exercisable on each of January 1, 2021, January 1, 2022, and January 1, 2023.

Remarks:

See Exhibit 24.1 - Power of Attorney (incorporated by reference herein).

	Lesley Bolger, attorney-in-fact	09/23/2020
	** 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.
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