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*
(Street)
| 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)
| 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) |
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 | ||||
Class F Common Stock | (1) | (1) | Class B Common Stock | 16,190,811 | (1) | I | By The Tim Chen Revocable Trust(2) |
Class F Common Stock | (1) | (1) | Class B Common Stock | 4,405,720 | (1) | I | By The Seed Investor Irrevocable Remainder Trust(3) |
Class F Common Stock | (1) | (1) | Class B Common Stock | 2,639,121 | (1) | I | By The Seed Investor Irrevocable Remainder Trust II(4) |
Class F Common Stock | (1) | (1) | Class B Common Stock | 8,450,000 | (1) | I | By The Seed Investor 2021 Annuity Trust(5) |
Employee Stock Options (right to buy) | (6) | 05/24/2026 | Class A Common Stock | 19,840 | 22.18 | D | |
Employee Stock Options (right to buy) | (7) | 05/24/2031 | Class A Common Stock | 455,160 | 20.16 | D |
Explanation of Responses: |
1. Upon the closing of the initial public offering of the Issuer, the Class F Common Stock will be reclassified and converted into Class B Common Stock on a one-for-one basis. The Class F Common Stock has no expiration date. |
2. These shares are held by The Tim Chen Revocable Trust u/a/d 3/11/2016, for which Mr. Chen serves as the trustee. |
3. These shares are held by The Seed Investor Irrevocable Remainder Trust u/a/d 3/11/2016, for which Mr. Chen serves as the trustee. |
4. These shares are held by The Seed Investor Irrevocable Remainder Trust II u/a/d 8/19/2019, for which Mr. Chen serves as the trustee. |
5. These shares are held by The Seed Investor 2021 Annuity Trust u/a/d 2/25/2021, for which Mr. Chen serves as the trustee. |
6. 25% of the shares subject to the option vest on the one-year anniversary of the 5/24/2021 Vesting Commencement Date ("VCD") and remaining shares vest as to 25% of the shares subject to the option on the 24th day of January of each of 2023, 2024 and 2025, such that the option will be fully vested on 1/24/2025. |
7. 25% of the shares subject to the option vest on the one-year anniversary of the 5/24/2021 VCD and 1/48th of the shares subject to the grant vest monthly thereafter, with the exception of January of each of 2023, 2024, and 2025 when only 1% of the shares subject to the option will vest. The option will be fully vested and exercisable on the fourth anniversary of the VCD. |
Remarks: |
EXHIBIT LIST: EX-24 Power of Attorney for Tim Chao-Ming Chen |
/s/ Bridgett Gatewood, Attorney-In-Fact for Tim Chao-Ming Chen | 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. | ||
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. |