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)
01/31/2022
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 01/31/2022 S 47,295(3) D $32.25(4) 9,619,563(5) I See Notes(1)(2)
Common Stock 02/01/2022 S 60,000(6) D $32.83(7) 9,559,563(8) I See Notes(1)(2)
Common Stock 02/02/2022 S 72,225(9) D $32.24(10) 9,487,338(11) 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)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Former Director
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)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Former Director
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)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Former Director
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)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Former Director
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: 14,128 by Mudrick Distressed Opportunity Fund Global, LP; 5,519 by Blackwell Partners LLC Series A; 7,274 by Boston Patriot Batterymarch St LLC; 1,396 by P Mudrick Ltd.; 6,379 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 12,149 by Verto Direct Opportunity II, LP; and 450 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 $32.60, 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: 2,873,549 by Mudrick Distressed Opportunity Fund Global, LP; 1,122,548 by Blackwell Partners LLC Series A; 1,479,561 by Boston Patriot Batterymarch St LLC; 283,889 by P Mudrick LTD; 1,297,340 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 2,471,125 by Verto Direct Opportunity II, LP; and 91,551 by Verto Direct Opportunity GP, LLC.
6. Represents shares of Common Stock sold by the following entities: 17,923 by Mudrick Distressed Opportunity Fund Global, LP; 7,002 by Blackwell Partners LLC Series A; 9,228 by Boston Patriot Batterymarch St LLC; 1,771 by P Mudrick Ltd.; 8,092 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 15,413 by Verto Direct Opportunity II, LP; and 571 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 $32.70 to $33.03, 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: 2,855,626 by Mudrick Distressed Opportunity Fund Global, LP; 1,115,546 by Blackwell Partners LLC Series A; 1,470,333 by Boston Patriot Batterymarch St LLC; 282,118 by P Mudrick LTD; 1,289,248 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 2,455,712 by Verto Direct Opportunity II, LP; and 90,980 by Verto Direct Opportunity GP, LLC.
9. Represents shares of Common Stock sold by the following entities: 21,575 by Mudrick Distressed Opportunity Fund Global, LP; 8,428 by Blackwell Partners LLC Series A; 11,109 by Boston Patriot Batterymarch St LLC; 2,131 by P Mudrick Ltd.; 9,741 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 18,554 by Verto Direct Opportunity II, LP; and 687 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 $32.20 to $32.55, 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: 2,834,051 by Mudrick Distressed Opportunity Fund Global, LP; 1,107,118 by Blackwell Partners LLC Series A; 1,459,224 by Boston Patriot Batterymarch St LLC; 279,987 by P Mudrick LTD; 1,279,507 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 2,437,158 by Verto Direct Opportunity II, LP; and 90,293 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 02/02/2022
** 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.
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