Christopher C. Swenson - Feb 15, 2025 Form 4 Insider Report for Nerdy Inc. (NRDY)

Role
Chief Legal Officer
Signature
/s/ Thomas Lynn, Attorney-in-Fact
Stock symbol
NRDY
Transactions as of
Feb 15, 2025
Transactions value $
$0
Form type
4
Date filed
2/19/2025, 05:22 PM
Previous filing
Dec 16, 2024
Next filing
Feb 20, 2025
SEC
View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NRDY Performance Rights Award $0 +307K $0.00 307K Feb 15, 2025 Class A Common Stock 307K Direct F1
holding NRDY Class B Common Stock 1.02M Feb 15, 2025 Class A Common Stock 1.02M Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.