0001628280-23-034177.txt : 20231010 0001628280-23-034177.hdr.sgml : 20231010 20231010165706 ACCESSION NUMBER: 0001628280-23-034177 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210920 FILED AS OF DATE: 20231010 DATE AS OF CHANGE: 20231010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hutter Robert J. CENTRAL INDEX KEY: 0001807239 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39595 FILM NUMBER: 231318538 MAIL ADDRESS: STREET 1: 20 E. 3RD AVENUE CITY: SAN MATEO STATE: CA ZIP: 94401 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/A 1 wk-form3a_1696971416.xml FORM 3/A X0206 3/A 2021-09-20 2021-09-23 0 0001819404 Nerdy Inc. NRDY 0001807239 Hutter Robert J. 101 S. HANLEY ROAD, SUITE 300 ST. LOUIS MO 63105 1 0 0 0 Class A Common Stock 0 D Class A Common Stock 8093583 I See footnotes Class B Common Stock 1245166 I See footnotes Warrant (right to buy) 11.50 2021-09-20 Class A Common Stock 236409 I See footnote Nerdy LLC Unit 2021-09-20 Class A Common Stock 1245166 I See footnotes Nerdy LLC Warrant (right to buy) 11.50 2021-09-20 Class B Common Stock 36370 I See footnotes Mr. Hutter is a director of the Issuer, a Managing Member of Learn Capital Management X, LLC ("LCM X"), a Managing Member of Learn Capital Management XI, LLC ("LCM XI"), a Managing Member of Learn Capital Management XII, LLC ("LCM XII"), a Managing Member of Learn Capital Management XIII, LLC ("LCM XIII") and a Managing Member of Learn Capital Management XVI, LLC ("LCM XVI") LCM X is the sole general partner of Learn Capital Special Opportunities Fund X, L.P. ("LCSOF X"). LCM XI is the sole general partner of Learn Capital Special Opportunities Fund XI, L.P. ("LCSOF XI"). LCM XII is the sole general partner of Learn Capital Special Opportunities Fund XII, L.P. ("LCSOF XII"). LCM XIII is the sole general partner of Learn Capital Special Opportunities Fund XIII, L.P. ("LCSOF XIII"). LCM XVI is the sole general partner of Learn Capital Special Opportunities Fund XVI, L.P. ("LCSOF XVI"). Each of LCSOF X, LCSOF XI, LCSOF XII, LCSOF XIII and LCSOF XVI hold an interest in the Issuer therefore Mr. Hutter, LCM X, LCM XI, LCM XII, LCM XIII and LCM XVI may be deemed to beneficially own the securities, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. Mr. Hutter is a director of the Issuer, a Managing Member of Learn Capital Management XIV, LLC ("LCM XIV") and a Managing Member of Learn Capital Management XV, LLC ("LCM XV"). LCM XIV is the sole general partner of Learn Capital Special Opportunities Fund XIV, L.P. ("LCSOF XIV"). LCM XV is the sole general partner of Learn Capital Special Opportunities Fund XV, L.P. ("LCSOF XV"). Each of LCSOF XIV and LCSOF XV hold an interest in the Issuer therefore Mr. Hutter, LCM XIV and LCM XV may be deemed to beneficially own the securities, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. The reported securities are directly held by LCSOF XI VT, Inc. and consist of (i) 7,706,735 shares of Class A Common Stock of the Issuer ("Class A Common Stock") and (ii) 386,848 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. The reported securities (i) are directly held by Learn Capital Special Opportunities Fund XIV, L.P. and Learn Capital Special Opportunities Fund XV, L.P., with each entity holding 50% of the units and (ii) consist of (A) 1,185,650 units of Nerdy LLC ("OpCo Units") and (B) 59,516 OpCo Units 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 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. The reported warrants to purchase shares of Class A Common Stock ("Class A Warrants") are directly held by LCSOF XI VT, Inc. 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. The reported securities (i) are directly held by Learn Capital Special Opportunities Fund XIV, L.P. and Learn Capital Special Opportunities Fund XV, L.P., with each entity holding 50% of the units and (ii) consist of (A) 1,185,650 OpCo Units and (B) 59,516 OpCo Units 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. 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. The reported warrants to purchase OpCo Units ("OpCo Warrants") are directly held by Learn Capital Special Opportunities Fund XIV, L.P. and Learn Capital Special Opportunities Fund XV, L.P., with each entity holding 50% of the units. 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. /s/ Thomas Lynn, Attorney-in-Fact 2023-10-10