SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Marshall Christopher P (Last) (First) (Middle) C/O TCV 250 MIDDLEFIELD ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/20/2021	3. Issuer Name and Ticker or Trading Symbol Nerdy Inc. [ NRDY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	0	D(1)(2)
Class A Common Stock	4,036,066	I	TCV VIII (A), L.P.(1)(3)
Class B Common Stock	17,000,325	I	TCV VIII VT Master, L.P.(2)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (right to buy)	09/20/2021	(5)	Class A Common Stock	117,890	$11.5	I	TCV VIII (A), L.P.(1)(5)
Nerdy LLC Unit	09/20/2021	(6)	Class A Common Stock	17,000,325	(6)	I	TCV VIII VT Master, L.P.(2)(6)
Nerdy LLC Warrant (right to buy)	09/20/2021	(7)	Class A Common Stock	496,554	$11.5	I	TCV VIII VT Master, L.P.(2)(7)

1. Name and Address of Reporting Person* Marshall Christopher P (Last) (First) (Middle) C/O TCV 250 MIDDLEFIELD ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TCV VIII VT MASTER, L.P. (Last) (First) (Middle) C/O TCV 250 MIDDLEFIELD ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of a 13(d) group

1. Name and Address of Reporting Person* TCV VIII (A), L.P. (Last) (First) (Middle) C/O TCV 250 MIDDLEFIELD ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Member of a 13(d) group

1. Name and Address of Reporting Person* TCV VIII VT MASTER GP, LLC (Last) (First) (Middle) C/O TCV 250 MIDDLEFIELD ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of a 13(d) group

1. Name and Address of Reporting Person* TCV VIII, L.P. (Last) (First) (Middle) C/O TCV 250 MIDDLEFIELD ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of a 13(d) group

1. Name and Address of Reporting Person* Technology Crossover Manangement VIII, L.P. (Last) (First) (Middle) 528 RAMONA STREET (Street) PALO ALTO CA 94301 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of a 13(d) group

1. Name and Address of Reporting Person* Technology Crossover Management VIII, Ltd. (Last) (First) (Middle) C/O TCV 250 MIDDLEFIELD ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of a 13(d) group

Explanation of Responses:

1. Mr. Marshall is a director of the Issuer, a Class A Member of Technology Crossover Management VIII, Ltd. ("Management VIII") and a limited partner of Technology Crossover Management VIII, L.P. ("TCM VIII"). Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII (A), L.P. ("TCV VIII (A)"). Mr. Marshall, Management VIII and TCM VIII may be deemed to beneficially own the securities held by TCV VIII (A), but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.

2. Mr. Marshall is a director of the Issuer, a Class A Member of Management VIII and a limited partner of TCM VIII. Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII, L.P ("TCV VIII"), which in turn is the sole general partner of TCV VIII VT Master GP, LLC ("Master GP"), which in turn is the sole general partner of TCV VIII VT Master, L.P. ("TCV Master Fund"). Mr. Marshall, Management VIII, TCM VIII, TCV VIII and Master GP may be deemed to beneficially own the securities held by TCV Master Fund, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.

3. The reported securities are directly held by TCV VIII (A) and consists of (i) 3,843,155 shares of Class A Common Stock of the Issuer ("Class A Common Stock") and (ii) 192,911 shares of Class A Common Stock which were received as earn-out consideration and are subject to potential forfeiture if certain trading price thresholds are not met within five years from the date of issuance.

4. The reported securities are directly held by TCV Master Fund and consist of (i) 16,187,783 shares of Class B Common Stock of the Issuer ("Class B Common Stock") and (ii) 812,524 shares of Class B Common Stock which were received as earn-out consideration and are subject to potential forfeiture if certain trading price thresholds are not met within five years from the date of issuance. Shares of Class B Common Stock confer no economic rights on the holders thereof but entitle holders to one vote per share on all matters to be voted on by holders of the Class A Common Stock. Upon exchange of OpCo Units reported in Table II hereof for Class A Common Stock, an equal number of shares of Class B Common Stock will be delivered to the Issuer and cancelled for no consideration.

5. The reported warrants to purchase shares of Class A Common Stock ("Class A Warrants") are directly held by TCV VIII (A). The Class A Warrants are exercisable for one share of Class A Common Stock from the date of issuance. The Class A Warrants have no expiration date.

6. The reported units of Nerdy LLC ("OpCo Units") are directly held by TCV Master Fund. OpCo Units are exchangeable (upon delivery of a corresponding number of shares of Class B Common Stock (as reported in Table I hereof )) for either cash or shares of Class A Common Stock on a one-for-one basis at the Issuer's election following the six-month anniversary of the date of issuance.

7. The reported warrants to purchase OpCo Units ("OpCo Warrants") are directly held by TCV Master Fund. OpCo Warrants are exercisable from the date of issuance and include the issuance of a corresponding number of Class B Common Stock, which together are exchangeable for either cash or shares of Class A Common Stock on a one-for-one basis at the Issuer's election following the six-month anniversary of the date of issuance. The OpCo Warrants have no expiration date.

Remarks:

Exhibit List: Exhibit 24.1 - Statement Appointing Designated Filer and Authorized Signatories (TCV VIII VT Master, L.P. and TCV VIII Master GP, LLC); Exhibit 24.2 Power of Attorney (Christopher P. Marshall)

	Frederic D. Fenton, Authorized Signatory for Christopher P. Marshall	09/30/2021
	Frederic D. Fenton, Authorized Signatory for TCV VIII (A), L.P.	09/30/2021
	Frederic D. Fenton, Authorized Signatory for TCV VIII VT Master, L.P.	09/30/2021
	Frederic D. Fenton, Authorized Signatory for TCV VIII VT Master GP, LLC	09/30/2021
	Frederic D. Fenton, Authorized Signatory for TCV VIII, L.P.	09/30/2021
	Frederic D. Fenton, Authorized Signatory for Technology Crossover Management VIII, L.P.	09/30/2021
	Frederic D. Fenton, Authorized Signatory for Technology Crossover Management VIII, Ltd.	09/30/2021
	** Signature of Reporting Person	Date
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