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Filing Details

Accession Number:: 0001628280-24-051591
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-12-17 08:59:59
Reporting Period:: 2024-12-13

Accepted Time:: 2024-12-17 08:59:59
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	8001 Forsyth Blvd., Suite 1050 St. Louis MO 63105	Chief Executive Officer	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2024-12-13	3,000,000	$1.70	28,509,191	No	4	P	Indirect	By Cohn Family Trust U/A/D 3/16/2017
Class A Common Stock	Acquisiton	2024-12-16	2,000,000	$1.99	30,509,191	No	4	P	Indirect	By Cohn Family Trust U/A/D 3/16/2017

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By Cohn Family Trust U/A/D 3/16/2017
No	4	P	Indirect	By Cohn Family Trust U/A/D 3/16/2017

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Acquisiton	2024-12-16	350,000	$2.00	350,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,500,000			No	4	P	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	850,333	Indirect	By Cohn Family Trust 5/24/18
Class A Common Stock	9,258,298	Direct
Class A Common Stock	810,704	Indirect	By Cohn Family Investments Trust dtd 5/24/18
Class A Common Stock	13,194,231	Indirect	Rarefied Air Capital LLC

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Class B Common Stock	$0.00			11,275,428	11,275,428	Indirect
Class A Common Stock	Class B Common Stock	$0.00			29,789,570	29,789,570	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	11,275,428	11,275,428	Indirect
	29,789,570	29,789,570	Indirect

Footnotes

The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.51 to $1.80, 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.
The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.63 to $2.05 , 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.
Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan. 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.
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.
Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the holder and in accordance with the terms of the Second Amended and Restated Operating Agreement of Nerdy LLC.