Charles K. Cohn - 12 Nov 2024 Form 4 Insider Report for Nerdy Inc. (NRDY)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Thomas Lynn, Attorney-in-Fact
Issuer symbol: NRDY
Transactions as of: 12 Nov 2024
Transactions value $: $7,476,003
Form type: 4
Filing time: 14 Nov 2024, 18:24:32 UTC
Previous filing: 21 Aug 2024
Next filing: 18 Nov 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NRDY	Class A Common Stock	Purchase	$6.98M	+7.84M	+59.78%	$0.89	20.9M	12 Nov 2024	By Cohn Family Trust U/A/D 3/16/2017
transaction	NRDY	Class A Common Stock	Purchase	$250K	+250K	+95.89%	$1.00	511K	12 Nov 2024	By Cohn Family Trust 5/24/18
transaction	NRDY	Class A Common Stock	Purchase	$250K	+250K	+95.89%	$1.00	511K	12 Nov 2024	By Cohn Family Investments Trust dtd 5/24/18
holding	NRDY	Class A Common Stock						9.26M	12 Nov 2024	Direct	F1
holding	NRDY	Class A Common Stock						13M	12 Nov 2024	Rarefied Air Capital LLC	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.

Content

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.

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.