0001628280-22-015366.txt : 20220525 0001628280-22-015366.hdr.sgml : 20220525 20220525163641 ACCESSION NUMBER: 0001628280-22-015366 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220523 FILED AS OF DATE: 20220525 DATE AS OF CHANGE: 20220525 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cohn Charles K. CENTRAL INDEX KEY: 0001880171 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39595 FILM NUMBER: 22963610 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-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 4 1 wf-form4_165351096935492.xml FORM 4 X0306 4 2022-05-23 0 0001819404 Nerdy Inc. NRDY 0001880171 Cohn Charles K. 101 S. HANLEY ROAD, SUITE 300 ST. LOUIS MO 63105 1 1 1 0 Chief Executive Officer Class A Common Stock 2022-05-23 4 A 0 1307063 2.01 A 1573176 I Rarefied Air Capital LLC Class A Common Stock 110704 I By Cohn Family Investments Trust dtd 5/24/18 Class A Common Stock 110704 I By Cohn Family Trust 5/24/18 Class A Common Stock 9258298 D The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.782 to $2.085, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected. Rarefied Air Capital LLC is owned by three trusts: Cohn Family Trust U/A/D 3/16/2017, The Cohn Family Investments Trust 05/24/18, and 2018 Cohn Family Trust U/A/D 5/24/2018. Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan, as amended. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest in seven equal tranches upon the Issuer achieving each of seven share price target milestones that occur at $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 per share, measured, based on the average of our stock price over a consecutive 90 calendar-day period during the performance period. Any unvested RSUs shall expire on September 20, 2028. /s/ Thomas Lynn, Attorney-in-Fact 2022-05-25 EX-24 2 ex-24.htm POWER OF ATTORNEY - COHN

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 24th day of May, 2022.

/s/ Charles Cohn
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Name: Charles Cohn