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) 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)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) 09/23/2020 | ||||||||||||||
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) |
| Common Stock | 18,428,519(3) | I | See notes(1)(2)(3) |
| 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 | ||||
| Stock Option (right to buy) | (4) | 11/10/2026 | Common Stock | 20,242(4) | 3.68 | I | See notes(1)(2)(4) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This Form 3 is filed by the following Reporting Persons: Mudrick Capital Management, L.P. ("MCM"), Jason Mudrick ("Mr. Mudrick"), Mudrick Distressed Opportunity Fund Global, LP and Verto Direct Opportunity II, LP. |
| 2. Mr. Mudrick is the sole member of Mudrick Capital Management, LLC, which is the general partner of MCM. MCM is the investment manager of the following entities: Mudrick Distressed Opportunity Fund Global, LP; Mudrick Distressed Opportunity Drawdown Fund, LP; Mudrick Distressed Opportunity Drawdown Fund II, LP; Verto Direct Opportunity II, LP; Boston Patriot Batterymarch St LLC; Blackwell Partners LLC Series A; Mercer QIF Fund PLC; Trustees of Grinnell College; and P Mudrick LTD; and Mudrick Distressed Opportunity Specialty Fund, LP. Mr. Mudrick is the managing member of Verto Direct Opportunity GP, LLC, which is the general partner of Verto Direct Opportunity II, LP. Each Reporting Person and each of the aforementioned entities disclaims beneficial ownership of the securities of the Issuer except to the extent of such person's or entity's pecuniary interest therein, if any. |
| 3. Consists of shares held by the following entities: 1,676,681 by Blackwell Partners LLC Series A; 2,210,447 by Boston Patriot Batterymarch St LLC; 1,038,702 by Mercer QIF Fund PLC; 1,941,111 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 1,933,422 by Mudrick Distressed Opportunity Drawdown Fund, LP; 4,287,799 by Mudrick Distressed Opportunity Fund Global, LP; 453,099 by Mudrick Distressed Opportunity Specialty Fund, LP; 503,709 by P Mudrick LTD; 619,458 by Trustees of Grinnell College; 136,269 by Verto Direct Opportunity GP, LLC; and 3,697,354 by Verto Direct Opportunity II, LP. Excludes 69,532 shares of Common Stock of the Issuer are held by former investors in Verto Direct Opportunity Fund, LP, which were distributed in kind to such investors in 2019 and where such investors have requested that Verto Direct Opportunity GP, LLC sell such shares on their behalf. |
| 4. Represents stock options granted pursuant to the Issuer's 2016 Stock Incentive Plan, exerciseable and currently held by the following entities: 2,195 by Blackwell Partners LLC Series A; 2,504 by Boston Patriot Batterymarch St LLC; 1,150 by Mudrick Distressed Opportunity Drawdown Fund, LP; 8,836 by Mudrick Distressed Opportunity Fund Global, LP; 762 by Mudrick Distressed Opportunity Specialty Fund, LP; and 4,795 by P Mudrick LTD. |
| Remarks: |
| This Amendment to Form 3 is being filed to include EDGAR codes for Verto Direct Opportunity II, LP, a joint filer identified in the original filing of this Form 3.Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference. |
| See Exhibit 99.1 for Signatures | 10/02/2020 | |
| ** 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. | ||
| 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. | ||