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) 08/23/2021 | ||||||||||||||||||||||||||
| 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 | 08/23/2021 | S | 170,000(3) | D | $30.54 | 12,470,111(4) | I | See notes(1)(2) | ||
| Common Stock | 08/24/2021 | S | 163,170(5) | D | $31(6) | 12,306,941(7) | I | See notes(1)(2) | ||
| Common Stock | 08/24/2021 | S | 1,830(8) | D | $31.8(9) | 12,305,111(10) | 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; 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 Common Stock sold by the following entities: 50,730 by Mudrick Distressed Opportunity Fund Global, L.P.; 19,837 by Blackwell Partners LLC Series A; 4,950 by P Mudrick Ltd.; 22,966 by Mudrick Distressed Opportunity Drawdown Fund II, L.P.; 43,744 by Verto Direct Opportunity II, LP; 26,152 by Boston Patriot Batterymarch St LLC; and 1,621 by Verto Direct Opportunity GP, LLC (through Jason Mudrick to whom these shares were distributed in connection with the sale). |
| 4. Represents shares of Common Stock held by the following entities following the sale: 1,455,127 by Blackwell Partners LLC Series A; 1,918,360 by Boston Patriot Batterymarch St LLC; 1,684,614 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 3,721,207 by Mudrick Distressed Opportunity Fund Global, LP; 363,137 by P Mudrick LTD; 118,879 by Verto Direct Opportunity GP, LLC; and 3,208,787 by Verto Direct Opportunity II, LP. |
| 5. Represents shares of Common Stock sold by the following entities: 48,691 by Mudrick Distressed Opportunity Fund Global, L.P.; 19,040 by Blackwell Partners LLC Series A; 4,752 by P Mudrick Ltd.; 22,043 by Mudrick Distressed Opportunity Drawdown Fund II, L.P.; 41,987 by Verto Direct Opportunity II, LP; 25,101 by Boston Patriot Batterymarch St LLC; and 1,556 by Verto Direct Opportunity GP, LLC (through Jason Mudrick to whom these shares were distributed in connection with the sale). |
| 6. The Common Stock was sold in multiple transactions at prices ranging from $30.98 to $31.43, 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 sale: 1,436,087 by Blackwell Partners LLC Series A; 1,893,258 by Boston Patriot Batterymarch St LLC; 1,662,571 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 3,672,516 by Mudrick Distressed Opportunity Fund Global, LP; 358,385 by P Mudrick LTD; 117,323 by Verto Direct Opportunity GP, LLC; and 3,166,800 by Verto Direct Opportunity II, LP. |
| 8. Represents shares of Common Stock sold by the following entities: 546 by Mudrick Distressed Opportunity Fund Global, L.P.; 214 by Blackwell Partners LLC Series A; 53 by P Mudrick Ltd.; 247 by Mudrick Distressed Opportunity Drawdown Fund II, L.P.; 471 by Verto Direct Opportunity II, LP; 282 by Boston Patriot Batterymarch St LLC; and 17 by Verto Direct Opportunity GP, LLC (through Jason Mudrick to whom these shares were distributed in connection with the sale). |
| 9. The Common Stock was sold in multiple transactions at prices ranging from $31.71 to $32.05, 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. |
| 10. Represents shares of Common Stock held by the following entities following the sale: 1,435,873 by Blackwell Partners LLC Series A; 1,892,977 by Boston Patriot Batterymarch St LLC; 1,662,324 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 3,671,970 by Mudrick Distressed Opportunity Fund Global, LP; 358,332 by P Mudrick LTD; 117,306 by Verto Direct Opportunity GP, LLC; and 3,166,329 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 | 08/25/2021 | |
| ** 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. | ||