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Filing Details

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1819404	Nerdy Inc.	NRDY	Services-Educational Services (8200)	981499860

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1880171	K. Charles Cohn	101 S. Hanley Road, Suite 300 St. Louis MO 63105	Chief Executive Officer	Yes	Yes	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 Common Stock	Acquisiton	2022-05-26	340,350	$2.35	3,041,848	No	4	P	Indirect	Rarefied Air Capital LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	Rarefied Air Capital LLC

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	110,704	Indirect	By Cohn Family Investments Trust dtd 5/24/18
Class A Common Stock	110,704	Indirect	By Cohn Family Trust 5/24/18
Class A Common Stock	9,258,298	Direct

Footnotes

The original Form 4, filed on May 31, 2022, is being amended by this Form 4 amendment solely to correct Box 3, Transaction Code, which was incorrectly selected as "A" instead of "P" in the originally filed Form 4.
The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.285 to $2.440, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.
Rarefied Air Capital LLC is owned by three trusts: Cohn Family Trust U/A/D 3/16/2017, The Cohn Family Investments Trust 05/24/18, and 2018 Cohn Family Trust U/A/D 5/24/2018.
Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan, as amended. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest in seven equal tranches upon the Issuer achieving each of seven share price target milestones that occur at $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 per share, measured, based on the average of our stock price over a consecutive 90 calendar-day period during the performance period. Any unvested RSUs shall expire on September 20, 2028.