4//SEC Filing
Philips Kathleen 4
Accession 0000899243-21-037279
CIK 0001819404other
Filed
Sep 22, 8:00 PM ET
Accepted
Sep 23, 11:32 AM ET
Size
20.0 KB
Accession
0000899243-21-037279
Insider Transaction Report
Form 4
Nerdy Inc.NRDY
Philips Kathleen
Director
Transactions
- Award
Class A Common Stock
2021-09-20+40,000→ 40,000 total - Disposition to Issuer
Class F Common Stock
2021-09-20−40,000→ 0 total→ Class A Common Stock (40,000 underlying) - Award
Class A Common Stock
2021-09-20+25,000→ 65,000 total - Award
Stock Option (Right to Buy)
2021-09-20+4,800→ 4,800 totalExercise: $11.20From: 2022-09-20Exp: 2031-09-19→ Class A Common Stock (4,800 underlying) - Award
Warrants (Right to Buy)
2021-09-20+5,000→ 5,000 totalExercise: $11.50From: 2021-09-20Exp: 2026-09-20→ Class A Common Stock (5,000 underlying) - Award
Stock Option (Right to Buy)
2021-09-20+80,000→ 84,800 totalExercise: $11.20Exp: 2031-09-19→ Class A Common Stock (80,000 underlying)
Footnotes (4)
- [F1]On September 20, 2021, TPG Pace Tech Opportunities Corp. (renamed Nerdy Inc., the "Issuer") domesticated as a Delaware corporation whereupon each Class F Ordinary Share, par value $0.0001 per share, of the Issuer became one share of Class F Common Stock, par value $0.0001 per share ("Class F Common Stock"), of the Issuer.
- [F2]On September 20, 2021 in connection with the transactions contemplated by the Business Combination Agreement, as amended, among the Issuer and the other parties thereto (the "Business Combination"), the shares of Class F Common Stock held by Kathleen Philips following the domestication described above were exchanged for an equal number of shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer. Pursuant to the Issuer's Certificate of Incorporation (and previously the Issuer's Amended & Restated Memorandum and Articles of Association), the shares of Class F Common Stock had been automatically convertible into shares of Class A Common Stock (previously Class A Ordinary Shares) of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment.
- [F3]On September 20, 2021 in connection with the Business Combination, the Issuer issued to Kathleen Philips 25,000 shares of Class A Common Stock and 5,000 Warrants at a purchase price of $10.00 per share.
- [F4]On September 20, 2021 in connection with the Business Combination, the Issuer issued to Kathleen Philips 80,000 options to purchase Class A Common Stock at a purchase price of $11.20 per share, which vest in three equal annual installments beginning on September 20, 2022.
Issuer
Nerdy Inc.
CIK 0001819404
Entity typeother
Related Parties
1- filerCIK 0001524268
Filing Metadata
- Form type
- 4
- Filed
- Sep 22, 8:00 PM ET
- Accepted
- Sep 23, 11:32 AM ET
- Size
- 20.0 KB