Tim Chao-Ming Chen Form 4 NERDWALLET / Tim Chao-Ming Chen 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^*

Chen Tim Chao-Ming

(Last) (First) (Middle)

NERDWALLET, INC.

55 HAWTHORNE, 11TH FLOOR

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NERDWALLET, INC. [ NRDS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2021

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

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

X	Form filed by One Reporting Person
	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

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
Class F Common Stock	(1)	11/08/2021		C			16,190,811	(1)	(1)	Class B Common Stock	16,190,811	(1)	0	I	By The Tim Chen Revocable Trust(2)
Class F Common Stock	(1)	11/08/2021		C			4,405,720	(1)	(1)	Class B Common Stock	4,405,720	(1)	0	I	By The Seed Investor Irrevocable Remainder Trust(3)
Class F Common Stock	(1)	11/08/2021		C			2,639,121	(1)	(1)	Class B Common Stock	2,639,121	(1)	0	I	By The Seed Investor Irrevocable Remainder Trust II(4)
Class F Common Stock	(1)	11/08/2021		C			8,450,000	(1)	(1)	Class B Common Stock	8,450,000	(1)	0	I	By The Seed Investor 2021 Annuity Trust(5)
Class B Common Stock	(6)	11/08/2021		C		16,190,811		(6)	(6)	Class B Common Stock	16,190,811	(6)	16,190,811	I	By The Tim Chen Revocable Trust(2)
Class B Common Stock	(6)	11/08/2021		C		4,405,720		(6)	(6)	Class B Common Stock	4,405,720	(6)	4,405,720	I	By The Seed Investor Irrevocable Remainder Trust(3)
Class B Common Stock	(6)	11/08/2021		C		2,639,121		(6)	(6)	Class B Common Stock	2,639,121	(6)	2,639,121	I	By The Seed Investor Irrevocable Remainder Trust II(4)
Class B Common Stock	(6)	11/08/2021		C		8,450,000		(6)	(6)	Class B Common Stock	8,450,000	(6)	8,450,000	I	By The Seed Investor 2021 Annuity Trust(5)

Explanation of Responses:

1. At the closing of the initial public offering of the Issuer, the Class F Common Stock was reclassified and converted into Class B Common Stock on a one-for-one basis.

2. These shares are held by The Tim Chen Revocable Trust u/a/d 3/11/2016, for which Mr. Chen serves as the trustee.

3. These shares are held by The Seed Investor Irrevocable Remainder Trust u/a/d 3/11/2016, for which Mr. Chen serves as the trustee.

4. These shares are held by The Seed Investor Irrevocable Remainder Trust II u/a/d 8/19/2019, for which Mr. Chen serves as the trustee.

5. These shares are held by The Seed Investor 2021 Annuity Trust u/a/d 2/25/2021, for which Mr. Chen serves as the trustee.

6. Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock of the Issuer and has no expiration date.

Remarks:

	/s/ Bridgett Gatewood, Attorney-In-Fact for Tim Chao-Ming Chen	11/10/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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