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) 03/12/2021 | ||||||||||||||||||||||||||
| 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 | 03/12/2021 | S | 15,185(3) | D | $20.107(4) | 17,677,710 | I | See notes(1)(2) | ||
| Common Stock | 03/15/2021 | S | 11,207(5) | D | $20.083(6) | 17,666,503(7) | 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 as follows: 1,383 by Blackwell Partners LLC Series A;1,823 by Boston Patriot Batterymarch St LLC; 857 by Mercer QIF Fund PLC; 1,601 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 1,594 by Mudrick Distressed Opportunity Drawdown Fund, LP; 3,535 by Mudrick Distressed Opportunity Fund Global, LP; 374 by Mudrick Distressed Opportunity Specialty Fund, LP; 345 by P Mudrick LTD; 511 by Trustees of Grinnell College; 113 by Verto Direct Opportunity GP, LLC; and 3,049 by Verto Direct Opportunity II, LP. |
| 4. The Common Stock was sold in multiple transactions at prices ranging from $20.00 to $20.23, inclusive. The price reported is a weighted average price. 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 range. |
| 5. Represents shares of Common Stock sold as follows: 1,020 by Blackwell Partners LLC Series A; 1,345 by Boston Patriot Batterymarch St LLC; 632 by Mercer QIF Fund PLC; 1,181 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 1,177 by Mudrick Distressed Opportunity Drawdown Fund, LP; 2,611 by Mudrick Distressed Opportunity Fund Global, LP; 276 by Mudrick Distressed Opportunity Specialty Fund, LP; 255 by P Mudrick LTD; 377 by Trustees of Grinnell College; 83 by Verto Direct Opportunity GP, LLC; and 2,250 by Verto Direct Opportunity II, LP. |
| 6. The Common Stock was sold in multiple transactions at prices ranging from $20.00 to $20.415, inclusive. The price reported is a weighted average price. 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 range. |
| 7. Represents shares of Common Stock held by the following entities following the transactions reported on this Form 4: 1,608,663 by Blackwell Partners LLC Series A; 2,120,775 by Boston Patriot Batterymarch St LLC; 996,565 by Mercer QIF Fund PLC; 1,862,365 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 1,854,989 by Mudrick Distressed Opportunity Drawdown Fund, LP; 4,113,853 by Mudrick Distressed Opportunity Fund Global, LP; 434,717 by Mudrick Distressed Opportunity Specialty Fund, LP; 401,453 by P Mudrick LTD; 594,339 by Trustees of Grinnell College; 131,422 by Verto Direct Opportunity GP, LLC; and 3,547,362 by Verto Direct Opportunity II, LP. |
| Remarks: |
| Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference. |
| See Signatures Included in Exhibit 99.1 | 03/16/2021 | |
| ** 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 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. | ||