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) 02/09/2022 | ||||||||||||||||||||||||||
| 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 | 02/09/2022 | S | 103,277(3) | D | $32.05(4) | 9,384,061(5) | I | See Notes(1)(2) | ||
| Common Stock | 02/10/2022 | S | 16,389(6) | D | $32.03(7) | 9,367,672(8) | I | See Notes(1)(2) | ||
| Common Stock | 02/11/2022 | S | 176,819(9) | D | $31.73(10) | 9,190,853(11) | 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 II, LP; Verto Direct Opportunity II, LP; Boston Patriot Batterymarch St LLC; Blackwell Partners LLC Series A; and P Mudrick LTD. 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: 30,851 by Mudrick Distressed Opportunity Fund Global, LP; 12,052 by Blackwell Partners LLC Series A; 15,885 by Boston Patriot Batterymarch St LLC; 3,048 by P Mudrick Ltd.; 13,928 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 26,530 by Verto Direct Opportunity II, LP; and 983 by Verto Direct Opportunity GP, LLC (through Jason Mudrick to whom these shares were distributed in connection with the sale). |
| 4. The shares of Common Stock were sold in multiple transactions at prices ranging from $32.00 to $32.35, inclusive. The Reporting Persons undertake to provide to the Issuer, any securityholder or the Securities and Exchange Commission upon request, full information regarding the number shares sold at each separate price within the range. |
| 5. Represents shares of Common Stock directly held following the sale as follows: 2,803,200 by Mudrick Distressed Opportunity Fund Global, LP; 1,095,066 by Blackwell Partners LLC Series A; 1,443,339 by Boston Patriot Batterymarch St LLC; 276,939 by P Mudrick LTD; 1,265,579 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 2,410,628 by Verto Direct Opportunity II, LP; and 89,310 by Verto Direct Opportunity GP, LLC. |
| 6. Represents shares of Common Stock sold by the following entities: 4,896 by Mudrick Distressed Opportunity Fund Global, LP; 1,912 by Blackwell Partners LLC Series A; 2,521 by Boston Patriot Batterymarch St LLC; 484 by P Mudrick Ltd.; 2,210 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 4,210 by Verto Direct Opportunity II, LP; and 156 by Verto Direct Opportunity GP, LLC (through Jason Mudrick to whom these shares were distributed in connection with the sale). |
| 7. The shares of Common Stock were sold in multiple transactions at prices ranging from $32.00 to $32.12, inclusive. The Reporting Persons undertake to provide to the Issuer, any securityholder or the Securities and Exchange Commission upon request, full information regarding the number shares sold at each separate price within the range. |
| 8. Represents shares of Common Stock directly held following the sale as follows: 2,798,304 by Mudrick Distressed Opportunity Fund Global, LP; 1,093,154 by Blackwell Partners LLC Series A; 1,440,818 by Boston Patriot Batterymarch St LLC; 276,455 by P Mudrick LTD; 1,263,369 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 2,406,418 by Verto Direct Opportunity II, LP; and 89,154 by Verto Direct Opportunity GP, LLC. |
| 9. Represents shares of Common Stock sold by the following entities: 52,819 by Mudrick Distressed Opportunity Fund Global, LP; 20,634 by Blackwell Partners LLC Series A; 27,196 by Boston Patriot Batterymarch St LLC; 5,218 by P Mudrick Ltd.; 23,847 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 45,422 by Verto Direct Opportunity II, LP; and 1,683 by Verto Direct Opportunity GP, LLC (through Jason Mudrick to whom these shares were distributed in connection with the sale). |
| 10. The shares of Common Stock were sold in multiple transactions at prices ranging from $31.70 to $32.07, inclusive. The Reporting Persons undertake to provide to the Issuer, any securityholder or the Securities and Exchange Commission upon request, full information regarding the number shares sold at each separate price within the range. |
| 11. Represents shares of Common Stock directly held following the sale as follows: 2,745,485 by Mudrick Distressed Opportunity Fund Global, LP; 1,072,520 by Blackwell Partners LLC Series A; 1,413,622 by Boston Patriot Batterymarch St LLC; 271,237 by P Mudrick LTD; 1,239,522 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 2,360,996 by Verto Direct Opportunity II, LP; and 87,471 by Verto Direct Opportunity GP, LLC. |
| Remarks: |
| Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference. |
| See Signatures Included in Exhibit 99.1 | 02/11/2022 | |
| ** 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. | ||