0001387131-21-009576.txt : 20210922 0001387131-21-009576.hdr.sgml : 20210922 20210922165610 ACCESSION NUMBER: 0001387131-21-009576 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210920 FILED AS OF DATE: 20210922 DATE AS OF CHANGE: 20210922 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BONDERMAN DAVID CENTRAL INDEX KEY: 0000860866 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39595 FILM NUMBER: 211270149 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COULTER JAMES G CENTRAL INDEX KEY: 0001099776 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39595 FILM NUMBER: 211270148 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TPG Pace Tech Opportunities Sponsor, Series LLC CENTRAL INDEX KEY: 0001825531 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39595 FILM NUMBER: 211270150 BUSINESS ADDRESS: STREET 1: C/O TPG PACE TECH OPPORTUNITIES CORP. STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 212-405-8458 MAIL ADDRESS: STREET 1: C/O TPG PACE TECH OPPORTUNITIES CORP. STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Peterson Karl Mr. CENTRAL INDEX KEY: 0001425873 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39595 FILM NUMBER: 211270147 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 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 4 1 ownership.xml X0306 4 2021-09-20 0 0001819404 Nerdy Inc. PACE 0001825531 TPG Pace Tech Opportunities Sponsor, Series LLC C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 1 0 1 0 0000860866 BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 1 0 1 0 0001099776 COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 1 0 1 0 0001425873 Peterson Karl Mr. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 1 0 1 0 Class A Common Stock 2021-09-20 4 A 0 11090000 0 A 11090000 I See Explanation of Responses Class A Common Stock 2021-09-20 4 D 0 2000000 0 D 9090000 I See Explanation of Responses Class A Common Stock 2021-09-20 4 A 0 3750000 0 A 12840000 I See Explanation of Responses Class A Common Stock 2021-09-20 4 D 0 1116750 0 D 11723250 I See Explanation of Responses Class A Common Stock 2021-09-20 4 A 0 1500000 A 13223250 I See Explanation of Responses Class A Common Stock 2021-09-20 4 A 0 110000 A 13333250 I See Explanation of Responses Class A Common Stock 2021-09-20 4 A 0 120000 A 13343250 I See Explanation of Responses Class F Common Stock 2021-09-20 4 D 0 11090000 D Class A Common Stock 11090000 0 I See Explanation of Responses Warrants (right to buy) 11.50 2021-09-20 4 D 0 2444444 D 2021-09-20 2026-09-20 Class A Common Stock 2444444 4888889 I See Explanation of Responses Warrants (right to buy) 11.50 2021-09-20 4 A 0 300000 A 2021-09-20 2026-09-20 Class A Common Stock 300000 5188889 I See Explanation of Responses Warrants (right to buy) 11.50 2021-09-20 4 A 0 200000 A 2021-09-20 2026-09-20 Class A Common Stock 200000 5388889 I See Explanation of Responses Warrants (right to buy) 11.50 2021-09-20 4 A 0 20000 A 2021-09-20 2026-09-20 Class A Common Stock 20000 5408889 I See Explanation of Responses Warrants (right to buy) 11.50 2021-09-20 4 A 0 24000 A 2021-09-20 2026-09-20 Class A Common Stock 24000 5412889 I See Explanation of Responses On September 20, 2021, TPG Pace Tech Opportunities Corp. (renamed Nerdy Inc., the "Issuer") domesticated as a Delaware corporation whereupon each Class F Ordinary Share, par value $0.0001 per share (a "Class F Ordinary Share"), of the Issuer became one share of Class F Common Stock, par value $0.0001 per share ("Class F Common Stock"), of the Issuer, and (ii) each warrant ("Warrant") exercisable for one Class A Ordinary Share, par value $0.0001 per share, of the Issuer entitled the holder to acquire a corresponding number of shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer. On September 20, 2021 in connection with the transactions contemplated by the Business Combination Agreement, as amended, among the Issuer and the other parties thereto (the "Business Combination"), the shares of Class F Common Stock held by TPG Pace Tech Opportunities Sponsor, LLC ("TPG Pace Tech Opportunities Sponsor") following the domestication described above were exchanged for an equal number of shares of Class A Common Stock. Pursuant to the Issuer's Certificate of Incorporation (the "Certificate of Incorporation") (and previously the Issuer's Amended & Restated Memorandum and Articles of Association), the shares of Class F Common Stock had been automatically convertible into shares of Class A Common Stock (previously Class A Ordinary Shares) of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment. On September 20, 2021 in connection with the Business Combination, TPG Pace Tech Opportunities Sponsor surrendered to the Issuer for cancellation at no cost (i) 2,000,000 shares of Class A Common Stock and (ii) 2,444,444 Warrants. In addition, 4,000,000 of the shares of Class A Common Stock held by TPG Pace Tech Sponsor remain subject to forfeiture if certain stock price thresholds are not achieved within a period of five years from September 20, 2021. On September 20, 2021 in connection with the Business Combination and pursuant to a conversion adjustment set forth in the Certificate of Incorporation, the Issuer issued to TPG Pace Tech Opportunities Sponsor 3,750,000 shares of Class A Common Stock as a result of the issuance of shares of Class A Common Stock under certain forward purchase agreements. On September 20, 2021 in connection with the Business Combination, TPG Pace Tech Opportunities Sponsor surrendered to the Issuer for cancellation at no cost 1,116,750 shares of Class A Common Stock as a result of issuances by the Issuer of additional shares of Class A Common Stock pursuant to certain forward purchase agreements. On September 20, 2021 in connection with the Business Combination, the Issuer issued to (i) TPG Public Equity Partners, LP 74,470 shares of Class A Common Stock and 14,895 Warrants, (ii) TPG Public Equity Partners Master Fund, L.P. 842,355 shares of Class A Common Stock and 168,470 Warrants and (iii) TPG Public Equity Partners Long Opportunities Master Fund, L.P. 583,175 shares of Class A Common Stock and 116,635 Warrants. The general partner of each of TPG Public Equity Partners, LP, TPG Public Equity Partners Master Fund, L.P. and TPG Public Equity Partners Long Opportunities Master Fund, L.P. is TPG PEP GenPar Governance, LP, whose general partner is TPG GenPar Advisors, LP, whose general partner is TPG Holdings III, L.P. On September 20, 2021 in connection with the Business Combination, the Issuer issued to TPG Holdings III, L.P. 200,000 Warrants. The general partner of TPG Holdings III, L.P. is TPG Holdings III-A, L.P., whose general partner is TPG Holdings III-A, Inc., whose sole shareholder is TPG Group Holdings (SBS), L.P., whose general partner is TPG Group Holdings (SBS) Advisors, LLC, whose sole member is TPG Group Holdings (SBS) Advisors, Inc., whose sole shareholders are David Bonderman and James G. Coulter. On September 20, 2021 in connection with the Business Combination, the Issuer issued to a vehicle controlled by James G. Coulter 110,000 shares of Class A Common Stock and 20,000 Warrants at a purchase price of $9.09 per share. On September 20, 2021 in connection with the Business Combination, the Issuer issued to Karl Peterson 120,000 shares of Class A Common Stock and 24,000 Warrants at a purchase price of $10.00 per share. The managing member of TPG Pace Tech Opportunities Sponsor is TPG Pace Governance, LLC, which is controlled by a committee whose members are David Bonderman, James G. Coulter and Karl Peterson (together with TPG Pace Tech Opportunities Sponsor, the "Reporting Persons"). Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the relevant TPG vehicle. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. (13) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (14) Gerald Neugebauer is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated February 26, 2020, which were previously filed with the Securities and Exchange Commission (the "Commission"). (15) Michael LaGatta is signing on behalf of Mr. Peterson pursuant to an authorization and designation letter dated March 30, 2020, which was previously filed with the Commission. /s/ Michael LaGatta, Vice President, TPG Pace Tech Opportunities Sponsor, Series LLC (13) 2021-09-22 /s/ Gerald Neugebauer, on behalf of David Bonderman (13) (14) 2021-09-22 /s/ Gerald Neugebauer, on behalf of James G. Coulter (13) (14) 2021-09-22 /s/ Michael LaGatta, on behalf of Karl Peterson (13) (15) 2021-09-22