0001628280-22-030519.txt : 20221121
0001628280-22-030519.hdr.sgml : 20221121
20221121160055
ACCESSION NUMBER: 0001628280-22-030519
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221117
FILED AS OF DATE: 20221121
DATE AS OF CHANGE: 20221121
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: 221405716
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_166906443214688.xml
FORM 4
X0306
4
2022-11-17
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
2022-11-17
4
P
0
108204
2.26
A
10216408
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 $2.150 to $2.490, 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
2022-11-21