| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
Nerdy Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 (Title of Class of Securities) |
64081V109 (CUSIP Number) |
09/30/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 64081V109 |
| 1 | Names of Reporting Persons Divisar Capital Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA, OO, HC |
SCHEDULE 13G |
| CUSIP No. | 64081V109 |
| 1 | Names of Reporting Persons Divisar Partners QP, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, Divisar Partners QP, L.P. expressly disclaims beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that Divisar Partners QP, L.P. is the beneficial owner of any of the securities reported herein.
SCHEDULE 13G |
| CUSIP No. | 64081V109 |
| 1 | Names of Reporting Persons Steven Baughman | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN, HC |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Nerdy Inc. | |
| (b) | Address of issuer's principal executive
offices: 8001 FORSYTH BLVD., SUITE 1050, ST. LOUIS, MISSOURI, 63105. | |
| Item 2. | ||
| (a) | Name of person filing: This statement is filed by the entities and persons listed below, who are collectively referred herein as "Reporting Persons", with respect to the shares of Common Stock (as defined in Item 2(d) below) of the Company:
(i) Divisar Capital Management, LLC
(ii) Divisar Partners QP, L.P.
(iii) Steven Baughman | |
| (b) | Address or principal business office or, if
none, residence: (i) Divisar Capital Management, LLC
275 Sacramento Street, 8th Floor
San Francisco, CA 94111(ii)
Divisar Partners QP, L.P.
275 Sacramento Street, 8th Floor
San Francisco, CA 94111
(iii) Mr. Steven Baughman
c/o Divisar Capital Management, LLC
275 Sacramento Street, 8th Floor
San Francisco, CA 94111 | |
| (c) | Citizenship: (i) Divisar Capital Management, LLC - DE
(ii) Divisar Partners QP, L.P. - DE
(iii) Mr. Steven Baughman - USA | |
| (d) | Title of class of securities: Class A Common Stock, par value $0.0001 | |
| (e) | CUSIP No.: 64081V109 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: Divisar Capital Management, LLC is an investment adviser that is registered under the Investment Advisers Act of 1940. Divisar Capital Management, LLC, which serves as the general partner and investment manager to each of Divisar Partners QP, L.P. and Divisar Partners, L.P., (collectively "the Funds"), may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds. Mr. Steven Baughman, as CEO of Divisar Capital Management, LLC, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, each of the Funds expressly disclaims beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that either of the Funds are the beneficial owner of any of the securities reported herein.
Divisar Capital Management, LLC
Amount beneficially owned: 0
Divisar Partners QP, L.P
Amount beneficially owned: 0
Steven Baughman
Amount beneficially owned: 0 | |
| (b) | Percent of class: Divisar Capital Management, LLC
Percent of Class: 0%
Divisar Partners QP, L.P
Percent of Class: 0%
Steven Baughman
Percent of Class: 0 % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Divisar Capital Management, LLC
Sole power to vote or to direct the vote: 0
Divisar Partners QP, L.P
Sole power to vote or to direct the vote: 0
Steven Baughman
Sole power to vote or to direct the vote: 0 | ||
| (ii) Shared power to vote or to direct the
vote: Divisar Capital Management, LLC
Shared power to vote or to direct the vote: 0
Divisar Partners QP, L.P
Shared power to vote or to direct the vote: 0
Steven Baughman
Shared power to vote or to direct the vote: 0 | ||
| (iii) Sole power to dispose or to direct the
disposition of: Divisar Capital Management, LLC
Sole power to dispose or to direct the disposition of: 0
Divisar Partners QP, L.P
Sole power to dispose or to direct the disposition of: 0
Steven Baughman
Sole power to dispose or to direct the disposition of: 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: Divisar Capital Management, LLC
Shared power to dispose or to direct the disposition of: 0
Divisar Partners QP, L.P
Shared power to dispose or to direct the disposition of: 0
Steven Baughman
Shared power to dispose or to direct the disposition of: 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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