0001628280-22-021558.txt : 20220808 0001628280-22-021558.hdr.sgml : 20220808 20220808160921 ACCESSION NUMBER: 0001628280-22-021558 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220804 FILED AS OF DATE: 20220808 DATE AS OF CHANGE: 20220808 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Udell Stuart CENTRAL INDEX KEY: 0001477740 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39595 FILM NUMBER: 221144428 MAIL ADDRESS: STREET 1: 2300 CORPORATE PARK DRIVE CITY: HERNDON STATE: VA ZIP: 20171 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Nerdy Inc. CENTRAL INDEX KEY: 0001819404 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 981499860 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 101 S. HANLEY RD., SUITE 300 CITY: ST. LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: (314) 412-1227 MAIL ADDRESS: STREET 1: 101 S. HANLEY RD., SUITE 300 CITY: ST. LOUIS STATE: MO ZIP: 63105 FORMER COMPANY: FORMER CONFORMED NAME: TPG Pace Tech Opportunities Corp. DATE OF NAME CHANGE: 20200728 3 1 wf-form3_165998934460417.xml FORM 3 X0206 3 2022-08-04 0 0001819404 Nerdy Inc. NRDY 0001477740 Udell Stuart 101 S. HANLEY RD., SUITE 300 ST. LOUIS MO 63105 1 0 0 0 Warrants to purchase 11.5 2021-10-09 2026-09-20 Class B Common Stock 551.0 I By STUART J. UDELL 2012 FAMILY TRUST Earnout Shares Class B Common Stock 902.0 I By STUART J. UDELL 2012 FAMILY TRUST Class B Common Stock Class A Common Stock 17960.0 I By STUART J. UDELL 2012 FAMILY TRUST The reporting person holds an aggregate of 902 shares of Class B Common Stock that are subject to forfeiture (the "Earnout Shares") if the volume-weighted average price ("VWAP") of the Class A Common Stock does not exceed certain thresholds at any point before September 20, 2026. The Earnout Shares shall be no longer subject to forfeiture as follows: (a) one-third in the event that the VWAP is greater than $12.00 for any 20 days within any 30 consecutive trading day period, (b) one-third in the event that the VWAP is greater than $14.00 for any 20 days within any 30 consecutive trading day period, and (c) one-third in the event that the VWAP is greater than $16.00 for any 20 days within any 30 consecutive trading day period. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the holder and in accordance with the terms of the Second Amended and Restated Operating Agreement of Nerdy LLC. Exhibit 24 - Power of Attorney /s/ Thomas Lynn, Attorney-in-Fact 2022-08-08 EX-24 2 ex-24.htm POWER OF ATTORNEY - UDELL

LIMITED POWER OF ATTORNEY
FOR
SECTION 16(a) FILINGS

Know all by these presents that the undersigned hereby constitutes and appoints each of Christopher C. Swenson, Thomas Lynn, Kyle Callaway, Chris Mueller, and Evyn Rabinowitz, signing singly, the undersigned's only true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or stockholder of Nerdy Inc. (the "Company"), Forms 3, 4, and 5 and amendments thereto in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 and any amendments thereto and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever which, in the opinion of such attorney-in-fact, may be necessary or desirable in connection with the foregoing authority, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company.  This Power of Attorney may be filed with the SEC as a confirming statement of the authority granted herein.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 4th day of August, 2022.

/s/ Stuart Udell
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Name: Stuart Udell