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 |
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| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Thryv Holdings, Inc. [ THRY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/01/2020 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 10/01/2020 | S | 353(3) | D | $11.5 | 18,497,698 | I | See notes(1)(2) | ||
| Common Stock | 10/02/2020 | S | 3,858(4) | D | $14.019(5) | 18,493,840 | I | See notes(1)(2) | ||
| Common Stock | 10/02/2020 | S | 65,142(6) | D | $14.562(7) | 18,428,698 | I | See notes(1)(2) | ||
| Common Stock | 10/05/2020 | S | 24,233(8) | D | $14.857(9) | 18,404,465 | I | See notes(1)(2) | ||
| Common Stock | 10/05/2020 | S | 1,589(10) | D | $14.283(11) | 18,402,876(12) | I | See notes(1)(2) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
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 4 is filed by the following Reporting Persons: Mudrick Capital Management, L.P. ("MCM"), Jason 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; 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 any equity securities of the Issuer except to the extent of such person's or entity's pecuniary interest therein, if any. |
| 3. Represents shares of the Issuer's common stock ("Common Stock") sold by the following entities: 32 by Blackwell Partners LLC Series A; 42 by Boston Patriot Batterymarch St LLC; 20 by Mercer QIF Fund PLC; 37 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 37 by Mudrick Distressed Opportunity Drawdown Fund, LP; 83 by Mudrick Distressed Opportunity Fund Global, LP; 9 by Mudrick Distressed Opportunity Specialty Fund, LP; 10 by P Mudrick LTD; 12 by Trustees of Grinnell College; and 71 by Verto Direct Opportunity II, LP. |
| 4. Represents shares of Common Stock sold by the following entities: 352 by Blackwell Partners LLC Series A; 464 by Boston Patriot Batterymarch St LLC; 218 by Mercer QIF Fund PLC; 408 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 406 by Mudrick Distressed Opportunity Drawdown Fund, LP; 902 by Mudrick Distressed Opportunity Fund Global, LP; 95 by Mudrick Distressed Opportunity Specialty Fund, LP; 106 by P Mudrick LTD; 130 by Trustees of Grinnell College; and 777 by Verto Direct Opportunity II, LP. |
| 5. The price reported is a weighted average price. The Common Stock was disposed of in multiple transactions at prices ranging from $13.44 to $14.36, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the ranges set forth in this footnote (5). |
| 6. Represents shares of Common Stock sold by the following entities: 5,948 by Blackwell Partners LLC Series A; 7,842 by Boston Patriot Batterymarch St LLC; 3,685 by Mercer QIF Fund PLC; 6,886 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 6,859 by Mudrick Distressed Opportunity Drawdown Fund, LP; 15,213 by Mudrick Distressed Opportunity Fund Global, LP; 1,607 by Mudrick Distressed Opportunity Specialty Fund, LP; 1,787 by P Mudrick LTD; 2,198 by Trustees of Grinnell College; and 13,177 by Verto Direct Opportunity II, LP. |
| 7. The price reported is a weighted average price. The Common Stock was disposed of in multiple transactions at prices ranging from $14.375 to $14.775, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the ranges set forth in this footnote (7). |
| 8. Represents shares of Common Stock sold by the following entities: 2,213 by Blackwell Partners LLC Series A; 2,917 by Boston Patriot Batterymarch St LLC; 1,371 by Mercer QIF Fund PLC; 2,562 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 2,552 by Mudrick Distressed Opportunity Drawdown Fund, LP; 5,657 by Mudrick Distressed Opportunity Fund Global, LP; 598 by Mudrick Distressed Opportunity Specialty Fund, LP; 665 by P Mudrick LTD; 818 by Trustees of Grinnell College; and 4,880 by Verto Direct Opportunity II, LP. |
| 9. The price reported is a weighted average price. The Common Stock was disposed of in multiple transactions at prices ranging from $14.40 to $15.37, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the ranges set forth in this footnote (9). |
| 10. Represents shares of Common Stock sold by the following entities: 145 by Blackwell Partners LLC Series A; 191 by Boston Patriot Batterymarch St LLC; 90 by Mercer QIF Fund PLC; 168 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 167 by Mudrick Distressed Opportunity Drawdown Fund, LP; 371 by Mudrick Distressed Opportunity Fund Global, LP; 39 by Mudrick Distressed Opportunity Specialty Fund, LP; 44 by P Mudrick LTD; 54 by Trustees of Grinnell College; and 320 by Verto Direct Opportunity II, LP. |
| 11. The price reported is a weighted average price. The Common Stock was disposed of in multiple transactions at prices ranging from $14.14 to $14.35, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the ranges set forth in this footnote (11). |
| 12. Consists of shares held by the following entities following the transactions reported in this Form 4: 1,667,990 by Blackwell Partners LLC Series A; 2,198,990 by Boston Patriot Batterymarch St LLC; 1,033,318 by Mercer QIF Fund PLC; 1,931,050 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 1,923,401 by Mudrick Distressed Opportunity Drawdown Fund, LP; 4,265,574 by Mudrick Distressed Opportunity Fund Global, LP; 450,750 by Mudrick Distressed Opportunity Specialty Fund, LP; 501,098 by P Mudrick LTD; 616,247 by Trustees of Grinnell College; 136,269 by Verto Direct Opportunity GP, LLC; and 3,678,189 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. |
| Remarks: |
| Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference. |
| See Signatures Included in Exhibit 99.1 | 10/05/2020 | |
| ** 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 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. | ||