Verto Direct Opportunity II Form 4 Thryv / Jason Mudrick ownership change

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^*

Mudrick Capital Management, L.P.

(Last) (First) (Middle)

527 MADISON AVENUE, 6TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Thryv Holdings, Inc. [ THRY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
Former Director

3. Date of Earliest Transaction (Month/Day/Year)
04/12/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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	04/12/2022		S		1,000,000(3)	D	$27.5	6,987,933(4)	I	See Notes(1)(2)
Common Stock	04/13/2022		S		48,600(5)	D	$28.9(6)	6,939,333(7)	I	See Notes(1)(2)

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

1. Name and Address of Reporting Person^*

Mudrick Capital Management, L.P.

(Last) (First) (Middle)

527 MADISON AVENUE, 6TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mudrick Jason

(Last) (First) (Middle)

C/O MUDRICK CAPITAL MANAGEMENT, L.P.

527 MADISON AVENUE, 6TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mudrick Distressed Opportunity Fund Global, LP

(Last) (First) (Middle)

527 MADISON AVENUE, 6TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Verto Direct Opportunity II, LP

(Last) (First) (Middle)

C/O MUDRICK CAPITAL MANAGEMENT, L.P.

527 MADISON AVENUE, 6TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

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: 298,719 by Mudrick Distressed Opportunity Fund Global, LP; 116,694 by Blackwell Partners LLC Series A; 153,808 by Boston Patriot Batterymarch St LLC; 29,512 by P Mudrick Ltd.; 134,865 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 256,885 by Verto Direct Opportunity II, LP; and 9,517 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 directly held following the sale as follows: 2,087,429 by Mudrick Distressed Opportunity Fund Global, LP; 815,451 by Blackwell Partners LLC Series A; 1,074,796 by Boston Patriot Batterymarch St LLC; 206,227 by P Mudrick LTD; 942,426 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 1,795,098 by Verto Direct Opportunity II, LP; and 66,506 by Verto Direct Opportunity GP, LLC.

5. Represents shares of Common Stock sold by the following entities: 14,518 by Mudrick Distressed Opportunity Fund Global, LP; 5,671 by Blackwell Partners LLC Series A; 7,475 by Boston Patriot Batterymarch St LLC; 1,434 by P Mudrick Ltd.; 6,554 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 12,485 by Verto Direct Opportunity II, LP; and 463 by Verto Direct Opportunity GP, LLC (through Jason Mudrick to whom these shares were distributed in connection with the sale).

6. The shares of Common Stock were sold in multiple transactions at prices ranging from $28.81 to $28.95, 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.

7. Represents shares of Common Stock directly held following the sale as follows: 2,072,911 by Mudrick Distressed Opportunity Fund Global, LP; 809,780 by Blackwell Partners LLC Series A; 1,067,321 by Boston Patriot Batterymarch St LLC; 204,793 by P Mudrick LTD; 935,872 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 1,782,613 by Verto Direct Opportunity II, LP; and 66,043 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	04/14/2022
	** Signature of Reporting Person	Date
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