Filing Details

Accession Number:
0001567619-21-017423
Form Type:
4
Zero Holdings:
No
Publication Time:
2021-09-21 21:55:44
Reporting Period:
2021-09-17
Accepted Time:
2021-09-21 21:55:44
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1819404 Nerdy Inc. PACE () DE
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1569049 Light Street Capital Management, Llc 525 University Avenue
Suite 300
Palo Alto CA 94301
No No Yes No
1723534 Thomas Glen Kacher 525 University Avenue, Suite 300
Palo Alto CA 94301
No No Yes No
1723642 Light Street Mercury Master Fund, L.p. 525 University Avenue, Suite 300
Palo Alto CA 94301
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Ordinary Shares, Par Value $0.0001 Per Share Acquisiton 2021-09-17 20,086 $11.13 583,842 No 4 P Indirect See footnotes
Class A Ordinary Shares, Par Value $0.0001 Per Share Acquisiton 2021-09-17 3,616 $11.13 108,560 No 4 P Indirect See footnotes
Class A Ordinary Shares, Par Value $0.0001 Per Share Acquisiton 2021-09-20 540,000 $10.00 6,336,937 No 4 P Indirect See footnotes
Class A Ordinary Shares, Par Value $0.0001 Per Share Acquisiton 2021-09-20 2,200,000 $10.00 8,536,937 No 4 P Indirect See footnotes
Class A Ordinary Shares, Par Value $0.0001 Per Share Acquisiton 2021-09-20 48,210 $10.00 632,052 No 4 P Indirect See footnotes
Class A Ordinary Shares, Par Value $0.0001 Per Share Acquisiton 2021-09-20 11,790 $10.00 120,350 No 4 P Indirect See footnotes
Class A Ordinary Shares, Par Value $0.0001 Per Share Acquisiton 2021-09-21 3,257 $11.55 635,309 No 4 P Indirect See footnotes
Class A Ordinary Shares, Par Value $0.0001 Per Share Acquisiton 2021-09-21 543 $11.55 120,893 No 4 P Indirect See footnotes
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect See footnotes
No 4 P Indirect See footnotes
No 4 P Indirect See footnotes
No 4 P Indirect See footnotes
No 4 P Indirect See footnotes
No 4 P Indirect See footnotes
No 4 P Indirect See footnotes
No 4 P Indirect See footnotes
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class A Ordinary Shares, Par Value $0.0001 Per Sha Warrants to purchase Class A ordinary shares Acquisiton 2021-09-20 900,000 $0.00 900,000 $11.50
Class A Ordinary Shares, Par Value $0.0001 Per Sha Warrants to purchase Class A ordinary shares Acquisiton 2021-09-20 400,000 $0.00 400,000 $11.50
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
900,000 2027-10-09 No 4 P Indirect
400,000 2027-10-09 No 4 P Indirect
Footnotes
  1. The Class A ordinary shares ("Shares") are held directly for the account of Light Street Mercury Master Fund, L.P. ("Mercury"), and indirectly by Light Street Capital Management, LLC ("LSCM") and Glen Thomas Kacher ("Mr. Kacher").
  2. These Shares are held directly for the account of Light Street Tungsten Master Fund, L.P. ("Tungsten"), and indirectly by LSCM and Mr. Kacher.
  3. These Shares are held directly for the account of Light Street Halo, L.P. ("Halo"), and indirectly by LSCM and Mr. Kacher.
  4. LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
  5. These Shares were acquired in connection with the closing of the Business Combination between the Issuer and Live Learning Technologies LLC (the "Closing"), pursuant to a Subscription Agreement with the Issuer dated January 28, 2021 (the "PIPE Financing").
  6. These Shares and warrants to acquire Shares ("Warrants") were acquired in connection with the Closing, pursuant to a Forward Purchase Agreement with the Issuer dated September 23, 2020 (the "Forward Purchase Agreement"). Pursuant to the Forward Purchase Agreement, the Issuer agreed to issue to Class A Shares at a price of $10.00 per share, plus warrants to purchase one Class A Share at $11.50 per share. The transactions contemplated by the PIPE Financing and Forward Purchase Agreement closed substantially concurrently with the Closing.
  7. These Warrants are exercisable beginning 30 days after the Closing and may be exercised for cash or on a cashless basis.
  8. These Warrants were part of Units of the Issuer that the Reporting Persons acquired for $10 per share.