NerdWallet Form 4 / Tim Chao-Ming Chen 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Chen Tim Chao-Ming

(Last)

(First)

(Middle)

NERDWALLET, INC.

55 HAWTHORNE STREET, 10TH FLOOR

(Street)

SAN FRANCISCO

94105

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2023

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	12/12/2023		G			4,405,720	⁽¹⁾	⁽²⁾	Class A Common Stock	4,405,720	$0	0	I	By The Seed Investor Irrevocable Remainder Trust⁽³⁾
Class B Common Stock	⁽¹⁾	12/12/2023		G		1,468,573		⁽¹⁾	⁽²⁾	Class A Common Stock	1,468,573	$0	1,468,573	I	By The Seed Investor Irrevocable Trust A⁽³⁾
Class B Common Stock	⁽¹⁾	12/12/2023		G		1,468,573		⁽¹⁾	⁽²⁾	Class A Common Stock	1,468,573	$0	1,468,573	I	By The Seed Investor Irrevocable Trust B⁽³⁾
Class B Common Stock	⁽¹⁾	12/12/2023		G		1,468,574		⁽¹⁾	⁽²⁾	Class A Common Stock	1,468,574	$0	1,468,574	I	By The Seed Investor Irrevocable Trust C⁽³⁾
Class B Common Stock	⁽¹⁾	12/12/2023		G			1,319,560	⁽¹⁾	⁽²⁾	Class A Common Stock	1,319,560	$0	1,319,561	I	By The Seed Investor Irrevocable Remainder Trust II⁽³⁾
Class B Common Stock	⁽¹⁾	12/12/2023		G		1,319,560		⁽¹⁾	⁽²⁾	Class A Common Stock	1,319,560	$0	1,319,560	I	By The Seed Investor Irrevocable Remainder Trust II-B⁽³⁾
Class B Common Stock	⁽¹⁾	12/12/2023		G			1,932,076	⁽¹⁾	⁽²⁾	Class A Common Stock	1,932,076	$0	16,744,369	I	By The Tim Chen Revocable Trust⁽⁴⁾
Class B Common Stock	⁽¹⁾	12/12/2023		G		966,038		⁽¹⁾	⁽²⁾	Class A Common Stock	966,038	$0	966,038	I	By The Seed Investor Exempt Trust A⁽³⁾
Class B Common Stock	⁽¹⁾	12/12/2023		G		966,038		⁽¹⁾	⁽²⁾	Class A Common Stock	966,038	$0	966,038	I	By The Seed Investor Exempt Trust B⁽³⁾

Explanation of Responses:

1. Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock of the Issuer.

2. The Class B Common Stock has no expiration date.

3. Trust of which members of the Reporting Person's immediate family are beneficiaries. The Reporting Person has investment control over the shares held by the trust.

4. Trust of which the Reporting Person is the Trustee.

Remarks:

	/s/ Kathy Lee, Attorney-In-Fact for Tim Chao-Ming Chen	12/14/2023
	** 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.

NerdWallet (NRDS) Form 4NERDWALLET / Tim Chao-Ming Chen ownership change