0000899243-21-038559.txt : 20210930 0000899243-21-038559.hdr.sgml : 20210930 20210930213955 ACCESSION NUMBER: 0000899243-21-038559 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210920 FILED AS OF DATE: 20210930 DATE AS OF CHANGE: 20210930 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Swenson Christopher C. CENTRAL INDEX KEY: 0001880166 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39595 FILM NUMBER: 211296727 MAIL ADDRESS: STREET 1: NERDY INC. STREET 2: 101 S. HANLEY RD., SUITE 300 CITY: ST. LOUIS STATE: MO ZIP: 63105 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Nerdy Inc. CENTRAL INDEX KEY: 0001819404 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 981499860 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O TPG PACE HOLDINGS STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORTH WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: (817) 871-4651 MAIL ADDRESS: STREET 1: C/O TPG PACE HOLDINGS STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORTH WORTH STATE: TX ZIP: 76102 FORMER COMPANY: FORMER CONFORMED NAME: TPG Pace Tech Opportunities Corp. DATE OF NAME CHANGE: 20200728 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-09-20 0 0001819404 Nerdy Inc. NRDY 0001880166 Swenson Christopher C. 101 S. HANLEY ROAD, SUITE 300 ST. LOUIS MO 63105 0 1 0 0 Chief Legal Officer Earnout Shares Class B Common Stock 28314 D Warrants to purchase 11.50 2021-10-09 2026-09-20 Class B Common Stock 17303 D Class B Common Stock Class A Common Stock 1017749 D On September 20, 2021 (the "Effective Time"), the Issuer, formerly known as TPG Pace Tech Opportunities Corp., acquired Live Learning Technology LLC ("Nerdy") pursuant to a Business Combination Agreement by and among the Issuer, Nerdy and certain other parties thereto (the "Business Combination Agreement"). Pursuant to the Business Combination Agreement, at the Effective Time, the outstanding equity interests of Nerdy held by the reporting person were converted into the right to receive shares of the Issuer's Class B Common Stock. The reporting person holds an aggregate of 28,314 shares of Class A Common Stock that are subject to forfeiture (the "Earnout Shares") if the volume-weighted average price ("VWAP") of the Class B 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/ Evyn Rabinowitz, Attorney-in-Fact 2021-09-30 EX-24 2 attachment1.htm EX-24 DOCUMENT

                           LIMITED POWER OF ATTORNEY
                                      FOR
                             SECTION 16(a) FILINGS

        Know all by these presents that the undersigned hereby constitutes and
appoints each of Nathan Needle 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 27th day of September, 2021.

    /s/ Christopher C. Swenson
    ---------------------------------
    Name: Christopher C. Swenson