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 |
| |||||||||||||||
| 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)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 12/16/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 12/16/2021 | M | 20,242(2) | A | $3.68 | 9,774,040 | I | See footnote(1)(5) | ||
| Common Stock | 12/16/2021 | F | 2,091(2) | D | $35.66(2) | 9,771,949(2) | I | See footnote(1)(5) | ||
| Common Stock | 12/17/2021 | M | 13,889(3) | A | $13.82(3) | 9,785,838 | D(3) | |||
| Common Stock | 12/17/2021 | F | 5,041(3) | D | $38.08(3) | 9,780,797 | D(3) | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | ||||||||
| Stock Options (right to buy) | $3.68 | 12/16/2021 | M | 20,242 | (2) | 11/10/2026 | Common Stock | 20,242 | $0 | 0 | I | See footnote(1)(2)(5) | |||
| Stock Options (right to buy) | $13.82 | 12/17/2021 | M | 13,889 | (4) | 11/10/2026 | Common Stock | 13,889 | $0 | 0(4) | D(3) | ||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| 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. On December 16, 2021, certain of the Reporting Persons and other funds affiliated with MCM exercised a total of 20,242 options previously granted under the Issuer's 2016 Stock Incentive Plan and sold to the Issuer a total of 2,091 shares of Common Stock underlying such options at a price of $35.66 per share, in each case, in accordance with the terms of the award agreement and the plan. Following such transactions, each of the following entities held shares of Common Stock as follows: 2,918,557 by Mudrick Distressed Opportunity Fund Global, LP; 1,140,131 by Blackwell Partners LLC Series A; 1,502,735 by Boston Patriot Batterymarch St LLC; 288,336 by P Mudrick LTD; 1,317,661 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 2,509,830 by Verto Direct Opportunity II, LP; 92,985 by Verto Direct Opportunity GP, LLC; 1,031 by Mudrick Distressed Opportunity Drawdown Fund, L.P.; and 683 by Mudrick Distressed Opportunity Specialty Fund, LP. |
| 3. On December 17, 2021, Jason Mudrick exercised a total of 13,889 options previously granted under the Issuer's 2020 Stock Incentive Plan and sold to the Issuer a total of 5,041 shares of Common Stock underlying such options at a price of $38.08 per share, in each case, in accordance with the terms of the award agreement and the plan. |
| 4. Exercisable in four equal installments on the anniversary of the grant date on October 15, 2020. The unvested options expired in accordance with their terms in connection with Mr. Mudrick's departure from the board of directors of the Issuer. |
| 5. 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; 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 any equity securities of the Issuer except to the extent of such person's or entity's pecuniary interest therein, if any. |
| Remarks: |
| Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference. |
| /s/ See Signatures Included in Exhibit 99.1 | 12/20/2021 | |
| ** 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. | ||