0001628280-22-016984.txt : 20220613 0001628280-22-016984.hdr.sgml : 20220613 20220613190138 ACCESSION NUMBER: 0001628280-22-016984 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220609 FILED AS OF DATE: 20220613 DATE AS OF CHANGE: 20220613 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Swenson Christopher C. CENTRAL INDEX KEY: 0001880166 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39595 FILM NUMBER: 221013015 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_165516128414426.xml FORM 4 X0306 4 2022-06-09 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 Class A Common Stock 2022-06-09 4 A 0 371429 0 A 883163 D 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 as follows: one-third at various points during the period between June 9, 2022 and May 15, 2023, one-third at various points during the twelve months ending May 15, 2024, and one-third at various points during the twelve months ending May 15, 2025. /s/ Thomas Lynn, Attorney-in-Fact 2022-06-13 EX-24 2 ex-24.htm POWER OF ATTORNEY - SWENSON

LIMITED POWER OF ATTORNEY
FOR
SECTION 16(a) FILINGS

Know all by these presents that the undersigned hereby constitutes and appoints each of 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/ Christopher C. Swenson
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Name: Christopher C. Swenson