0001387131-23-011713.txt : 20230928 0001387131-23-011713.hdr.sgml : 20230928 20230928175842 ACCESSION NUMBER: 0001387131-23-011713 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230926 FILED AS OF DATE: 20230928 DATE AS OF CHANGE: 20230928 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: 231291219 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: 231291218 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: 231291220 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: 231291217 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 nerdy-form4_092623.xml CHANGES IN BENEFICIAL OWNERSHIP X0508 4 2023-09-26 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 0 Class A Common Stock 2023-09-28 4 D 0 2400000 0 D 9543250 I See Explanation of Responses Class A Common Stock 2023-09-28 4 A 0 1282222 A 10825472 I See Explanation of Responses Warrants (right to buy) 11.50 2023-09-26 4 D 0 4888889 D 2021-09-20 2026-09-20 Class A Common Stock 4888889 240000 I See Explanation of Responses Warrants (right to buy) 11.50 2023-09-26 4 A 0 4888889 A 2021-09-20 2026-09-20 Class A Common Stock 4888889 5128889 I See Explanation of Responses Warrants (right to buy) 11.50 2023-09-28 4 D 0 5128889 D 2021-09-20 2026-09-20 Class A Common Stock 5128889 0 I See Explanation of Responses On September 28, 2023, TPG Pace Tech Opportunities Sponsor, Series LLC ("TPG Pace Tech Opportunities Sponsor") surrendered to Nerdy Inc. (the "Issuer") for cancellation at no cost 2,400,000 shares of Class A Common Stock ("Class A Shares") that had been subject to forfeiture if certain stock price thresholds had not been achieved within a period of five years from September 20, 2021. The remaining Class A Shares held by TPG Pace Tech Opportunities Sponsor are no longer subject to potential forfeiture. On September 26, 2023, the Issuer entered into Amendment No. 1 to the Warrant Agreement providing that, upon closing of the Issuer's exchange offer relating to its outstanding public warrants (the "Exchange Offer"), each of the 4,888,889 warrants (the "Warrants") issued to TPG Pace Tech Opportunities Sponsor in a private placement in connection with the Issuer's IPO be automatically exchanged into 0.250 Class A Shares. TPG Pace Tech Opportunities Sponsor therefore received 1,222,222 Class A Shares in exchange of its 4,888,889 Warrants upon closing of the Exchange Offer on September 28, 2023. In addition, upon closing of the Exchange Offer, the Issuer accepted an aggregate of 240,000 Warrants validly tendered by Tarrant Remain Co III, L.P, James G. Coulter and Jon Winkelried and issued to them an aggregate of 60,000 Class A Shares. 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, which is the managing member 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 the sole member of TPG Pace Governance, LLC, which is the managing member of TPG Pace Tech Opportunities Sponsor, which directly holds 10,545,472 Class A Shares. The Reporting Persons may be deemed to beneficially own the 50,000 Class A Shares held by Tarrant Remain Co III, L.P. Excluding Class A Shares directly held by TPG Pace Tech Opportunities Sponsor and RemainCo, Mr. Coulter holds directly or indirectly 115,000 Class A Shares. Excluding Class A Shares directly held by TPG Pace Tech Opportunities Sponsor and RemainCo, Mr. Winkelried holds directly or indirectly 115,000 Class A Shares. 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. (7) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (8) 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"). (9) 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 (7) 2023-09-28 /s/ Gerald Neugebauer, on behalf of David Bonderman (7) (8) 2023-09-28 /s/ Gerald Neugebauer, on behalf of James G. Coulter (7) (8) 2023-09-28 /s/ Gerald Neugebauer, on behalf of Jon Winkelried (7) (9) 2023-09-28