Filing Details
- Accession Number:
- 0001628280-23-030943
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2023-08-30 08:06:19
- Reporting Period:
- 2023-08-29
- Accepted Time:
- 2023-08-30 08:06:19
- SEC Url:
- Form 4 Filing
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 | 2023-08-29 | 15,900 | $4.72 | 10,729,466 | 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 price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $4.66 to $4.76, 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.
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