Swenson Christopher C. 4
4 · Nerdy Inc. · Filed Feb 19, 2025
Insider Transaction Report
Form 4
Nerdy Inc.NRDY
Swenson Christopher C.
Chief Legal Officer
Transactions
- Award
Performance Rights
2025-02-15+306,748→ 306,748 totalExp: 2028-02-15→ Class A Common Stock (306,748 underlying)
Holdings
- 1,023,248
Class B Common Stock
→ Class A Common Stock (1,023,248 underlying)
Footnotes (3)
- [F1]Each performance right represents a contingent right to receive 1 share of Class A common stock. The rights are subject to time-based vesting (Time Vesting) and performance- based vesting (Performance Vesting) both of which must be satisfied before the associated rights will vest. The Time Vesting shall be satisfied over a three year period (Performance Period). In the event the Performance Vesting Milestones (Milestones) are not achieved on or prior to the last day of the Performance Period, the respective components of the rights will be forfeited. 50% of the rights shall satisfy the Performance Vesting upon the occurrence of Milestone 1, an average closing stock price of $3.24; and 50% of the rights shall satisfy the Performance Vesting upon the occurrence of Milestone 2, an average closing stock price of $4.86. Each milestone is calculated over any 20 day trading period during the Performance Period.
- [F2]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.
- [F3]The Reporting Person's Form 3 filing overstated the Reporting Person's Class B ownership by 10,051 shares due to an administrative error. This filing reflects the correction.