Form 4 for NRDY Nerdy Inc.
Accepted 2021-09-23 00:00:00 ET · period of report 2021-09-20 · accession 0000899243-21-037279 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2021-09-23 | 2021-09-20 | NRDY | Philips Kathleen | Dir | A - Grant | $0.00 | +65.0K | 65.0K | New | $0 |
| DM | 2021-09-23 | 2021-09-20 | NRDY | Philips Kathleen | Dir | A - Grant | $0.00 | +89.8K | 4,800 | New | $0 |
| D | 2021-09-23 | 2021-09-20 | NRDY | Philips Kathleen | Dir | D - Sale to Iss | — | -40.0K | 0 | -100% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2021-09-20 | A | A | 40,000 | $0.00 | 40,000 | D | — | — | (F2) 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 Kathleen Philips following the domestication described above were exchanged for an equal number of shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer. Pursuant to the Issuer's 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. (F1) 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, of the Issuer became one share of Class F Common Stock, par value $0.0001 per share ("Class F Common Stock"), of the Issuer. |
| 2 | Common | Class A Common Stock | 2021-09-20 | A | A | 25,000 | — | 65,000 | D | — | — | (F1) 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, of the Issuer became one share of Class F Common Stock, par value $0.0001 per share ("Class F Common Stock"), of the Issuer. |
| 3 | Derivative | Warrants (Right to Buy) | 2021-09-20 | A | A | 5,000 | — | 5,000 | D | $11.50 · 2021-09-20 to 2026-09-20 | 5,000 Class A Common Stock | (F3) On September 20, 2021 in connection with the Business Combination, the Issuer issued to Kathleen Philips 25,000 shares of Class A Common Stock and 5,000 Warrants at a purchase price of $10.00 per share. |
| 4 | Derivative | Stock Option (Right to Buy) | 2021-09-20 | A | A | 80,000 | $0.00 | 84,800 | D | $11.20 · — to 2031-09-19 | 80,000 Class A Common Stock | (F4) On September 20, 2021 in connection with the Business Combination, the Issuer issued to Kathleen Philips 80,000 options to purchase Class A Common Stock at a purchase price of $11.20 per share, which vest in three equal annual installments beginning on September 20, 2022. |
| 5 | Derivative | Class F Common Stock | 2021-09-20 | D | D | 40,000 | — | 0 | D | — · — to — | 40,000 Class A Common Stock | (F2) 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 Kathleen Philips following the domestication described above were exchanged for an equal number of shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer. Pursuant to the Issuer's 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. (F1) 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, of the Issuer became one share of Class F Common Stock, par value $0.0001 per share ("Class F Common Stock"), of the Issuer. |
| 6 | Derivative | Stock Option (Right to Buy) | 2021-09-20 | A | A | 4,800 | $0.00 | 4,800 | D | $11.20 · 2022-09-20 to 2031-09-19 | 4,800 Class A Common Stock |