Filing Details

1	NAMES OF REPORTING PERSONS
	LIGHT STREET CAPITAL MANAGEMENT, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			11,256,202
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			11,256,202
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,256,202
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	13.2%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA, OO

Item 1(a).

Name of Issuer:

Nerdy Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:

101 S. Hanley Rd., Suite 300, St. Louis, MO 63105

Item 2(a).

Name of Person Filing

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”)

This Statement relates to Shares (as defined herein), held for the account of Mercury, an exempted limited partnership in the Cayman Islands, Light Street Tungsten Master Fund, L.P., an exempted limited partnership in the Cayman Islands (“Tungsten”) and Light Street Halo, L.P., a Delaware limited partnership (“Halo”). LSCM serves as investment adviser and general partner to Mercury, and, in such capacity, exercises voting and investment power over the Shares held in the account for Mercury. Mr. Kacher is the Chief Investment Officer of LSCM.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons is 525 University Avenue, Suite 300, Palo Alto, CA 94301.

Item 2(c).

Citizenship:

Item 2(d).

Title of Class of Securities:

Class A Common Stock, $0.0001 par value (“Shares”)

Item 2(e).

CUSIP Number:

64081V109

Item 3.

If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

This Item 3 is not applicable.

As of December 31, 2021, each of LSCM and Mr. Kacher may be deemed the beneficial owner of 11,256,202 Shares. This amount consists of: (A) 9,100,000 Shares held for the account of Mercury; (B) 1,300,000 Shares that can be acquired upon exercise of warrants held for the account of Mercury; (C) 720,309 Shares held for the account of Tungsten; and (D) 135,893 Shares held for the account of Halo.

Item 4(b)

Percent of Class:

As of December 31, 2021, each of LSCM and Mr. Kacher may be deemed the beneficial owner of 13.2% of Shares outstanding, including approximately 12.2% of Shares outstanding held for the account of Mercury. (These percentages are based on the sum of (i) 83,875,296 Shares outstanding as of November 11, 2021, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 15, 2021, and (ii) the 1,300,000 Shares issuable upon conversion of warrants held for the account of Mercury, which Shares have been added to the number of Shares outstanding pursuant to Rule 13d-3(d)(1)(i)(D) under the Act.)

Item 4(c)

Number of Shares as to which such person has:

Item 5.

Ownership of Five Percent or Less of a Class:

This Item 5 is not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

See disclosure in Items 2 and 4 hereof.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

See disclosure in Item 2 hereof.

Item 8.

Identification and Classification of Members of the Group:

This Item 8 is not applicable.

Item 9.

Notice of Dissolution of Group:

This Item 9 is not applicable.

Item 10.

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

	SCHEDULE 13G
CUSIP No. 64081V109		Page 7 of 9 Pages

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

February 14, 2022

EXHIBIT INDEX

 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Stock of Nerdy Inc. dated as of February 14, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

 

February 14, 2022

 

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