0001387131-22-012475.txt : 20221215
0001387131-22-012475.hdr.sgml : 20221215
20221215184229
ACCESSION NUMBER: 0001387131-22-012475
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221213
FILED AS OF DATE: 20221215
DATE AS OF CHANGE: 20221215
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: 221466043
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: 221466042
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 GP A, LLC
CENTRAL INDEX KEY: 0001903793
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39595
FILM NUMBER: 221466044
BUSINESS ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
BUSINESS PHONE: (817) 871-4000
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: WINKELRIED JON
CENTRAL INDEX KEY: 0001366946
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39595
FILM NUMBER: 221466041
MAIL ADDRESS:
STREET 1: C/O GOLDMAN, SACHS & CO.
STREET 2: 85 BROAD STREET
CITY: NEW YORK
STATE: NY
ZIP: 10004
FORMER NAME:
FORMER CONFORMED NAME: JON WINKELRIED
DATE OF NAME CHANGE: 20060621
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
nrdy-form4_121322.xml
CHANGES IN BENEFICIAL OWNERSHIP
X0306
4
2022-12-13
0
0001819404
Nerdy Inc.
NRDY
0001903793
TPG GP A, LLC
C/O TPG INC.
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
1
0
1
0
0000860866
BONDERMAN DAVID
C/O TPG INC.
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
1
0
1
0
0001099776
COULTER JAMES G
C/O TPG INC.
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
1
0
1
0
0001366946
WINKELRIED JON
C/O TPG INC.
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
1
0
1
0
Class A Common Stock
2022-12-13
4
S
0
1500000
1.90
D
11943250
I
See Explanation of Responses
Warrants (right to buy)
11.50
2022-12-13
4
S
0
300000
0.18
D
2021-09-20
2026-09-20
Class A Common Stock
300000
5128889
I
See Explanation of Responses
Each of David Bonderman, James G. Coulter and Jon Winkelried own entities that own TPG GP A, LLC (together with Messrs. Bonderman, Coulter and Winkelried, the "Reporting Persons"), which is the managing member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which holds 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc.
TPG, Inc. is the controlling shareholder of TPG GPCo, LLC, which is the managing member of TPG Holdings III-A, LLC, which is the general partner of TPG Holdings III-A, L.P., which is the general partner of TPG Operating Group III, L.P., which is general partner of TPG PEP GenPar Advisors, L.P., which is the general partner of TPG PEP GenPar Governance, L.P., which is the general partner of each of (i) TPG Public Equity Partners, LP, (ii) TPG Public Equity Partners Master Fund, L.P. and (iii) TPG Public Equity Partners Long Opportunities Master Fund, L.P., each of which directly held shares of Class A common stock ("Class A Shares") of Nerdy Inc. (the "Issuer") and warrants ("Warrants") exercisable for Class A Shares.
The Reporting Persons may be deemed to beneficially own the (i) the 11,723,250 Class A Shares held by TPG Pace Tech Opportunities Sponsor, LLC ("TPG Pace Tech Opportunities Sponsor"), (ii) the 4,888,889 Warrants held by TPG Pace Tech Opportunities Sponsor and (iii) the 200,000 Warrants held by Tarrant Remain Co III, L.P ("RemainCo").
Excluding Class A Shares and Warrants directly held by TPG Pace Tech Opportunities Sponsor and RemainCo, Mr. Coulter holds directly or indirectly 110,000 Class A Shares and 20,000 Warrants.
Excluding Class A Shares and Warrants directly held by TPG Pace Tech Opportunities Sponsor and RemainCo, Mr. Winkelried holds directly or indirectly 110,000 Class A Shares and 20,000 Warrants.
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.
8. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. 9. 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"). 10. Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to the authorization and designation letter dated October 12, 2020, which was previously filed with the Commission.
/s/ Bradford Berenson, General Counsel, TPG GP A, LLC (8)
2022-12-15
/s/ Gerald Neugebauer, on behalf of David Bonderman (8) (9)
2022-12-15
/s/ Gerald Neugebauer, on behalf of James G. Coulter (8) (9)
2022-12-15
/s/ Gerald Neugebauer, on behalf of Jon Winkelried (8) (10)
2022-12-15