NerdWallet (NRDS) Form 3 NERDWALLET / JAMES D ROBINSON III 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^*

ROBINSON JAMES D III

(Last) (First) (Middle)

C/O NERDWALLET, INC.

55 HAWTHORNE, 11TH FLOOR

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/03/2021

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

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

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

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)

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
Series A Preferred Stock	(1)	(1)	Class A Common Stock	1,113,635	(1)	I	Held by RRE Leaders Fund LP(2)(3)
Series A Preferred Stock	(1)	(1)	Class A Common Stock	556,817	(1)	I	Held by RRE Ventures VI, LP.(3)(4)

Explanation of Responses:

1. The Series A Preferred Stock of the issuer (the "preferred stock") is convertible at any time, at the holders election, and will convert automatically upon the issuer's consummation of an initial public offering. The preferred stock has no expiration date.

2. The sole general partner of RRE Leaders Fund LP is RE Leaders GP, L.P.

3. The reporting person is one of the managing members and officers of these entities and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

4. The sole general partner of RRE Ventures VI, LP is RRE Ventures GP 6, LP.

Remarks:

EXHIBIT LIST: EX-24 Power of Attorney for James D. Robinson III

	/s/ Bridgett Gatewood, Attorney-In-Fact for James D. Robinson III	11/03/2021
	** 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.
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