Cohn Files 13D/A Amendment for Nerdy Inc.

TL;DR

Cohn just updated his stake in Nerdy Inc. (NRDY) - check the 13D/A filing.

AI Summary

On November 19, 2024, Charles K. Cohn filed an amendment (Amendment No. 5) to Schedule 13D for Nerdy Inc. This filing indicates a change in beneficial ownership of Nerdy Inc. common stock. The filing was made by Cohn Charles K. and relates to the company Nerdy Inc., located in St. Louis, MO.

Why It Matters

This filing signals a potential shift in control or significant stake changes for Nerdy Inc., which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant ownership changes or activist investor involvement, which can introduce volatility.

Key Numbers

• Amendment No. 5 — Filing Amendment (Indicates a modification to a previous filing.)

Key Players & Entities

• Nerdy Inc. (company) — Subject Company
• Cohn Charles K. (person) — Filing Person
• Christopher Swenson (person) — Authorized to Receive Notices
• TPG Pace Tech Opportunities Corp. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.0001 — (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Class of Securiti
• $0.87 — verage Price 11142024 Purchase 208,726 $0.87 11152024 Purchase 22,303 $0.90 111820
• $0.90 — 208,726 $0.87 11152024 Purchase 22,303 $0.90 11182024 Purchase 796,096 $0.98 11192
• $0.98 — 22,303 $0.90 11182024 Purchase 796,096 $0.98 11192024 Purchase 1,501,500 $1.21 112
• $1.21 — ,096 $0.98 11192024 Purchase 1,501,500 $1.21 11202024 Purchase 746,335 $1.23 11212
• $1.23 — 01,500 $1.21 11202024 Purchase 746,335 $1.23 11212024 Purchase 136,753 $1.28 11222
• $1.28 — 46,335 $1.23 11212024 Purchase 136,753 $1.28 11222024 Purchase 421,796 $1.40 11252
• $1.40 — 36,753 $1.28 11222024 Purchase 421,796 $1.40 11252024 Purchase 300,000 $1.44 11292
• $1.44 — 21,796 $1.40 11252024 Purchase 300,000 $1.44 11292024 Purchase 39,629 $1.51 4 T
• $1.51 — 300,000 $1.44 11292024 Purchase 39,629 $1.51 4 The Reporting Persons effected th
• $1.00 — Price 11142024 Purchase (a) 1,000,000 $1.00 11252024 Purchase (b) 150,000 $1.50
• $1.50 — 00 $1.00 11252024 Purchase (b) 150,000 $1.50 (a) This purchase, which was agreed t
• $18 — ment of stock price goals that occur at $18.00, $22.00, $26.00, $30.00, $34.00, $38
• $22 — stock price goals that occur at $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and
• $26 — ice goals that occur at $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00

Filing Documents

• charlescohn-schedule13daxa.htm (SC 13D/A) — 116KB
• cc_icstocktransferagreement.htm (EX-12) — 67KB
• awstocktransferagreement11.htm (EX-13) — 68KB
• 0001628280-24-049905.txt ( ) — 253KB

SECURITY AND ISSUER

ITEM 1. SECURITY AND ISSUER. This statement relates to shares of Class A common stock, par value $0.0001 per share (the " Class A Common Stock "), of Nerdy Inc., a Delaware corporation (formerly known as TPG Pace Tech Opportunities Corp.) (the " Company "). The Company's principal executive offices are located at 8001 Forsyth Blvd., Suite 1050, St. Louis, Missouri 63105.

IDENTITY AND BACKGROUND

ITEM 2. IDENTITY AND BACKGROUND. (a) This Amendment No. 4 to Schedule 13D is filed jointly by Charles Cohn and Allison Cohn (each a " Reporting Person " and together the " Reporting Persons" ). (b) The address of the Reporting Persons is co Nerdy Inc., 8001 Forsyth Blvd., Suite 1050, St. Louis, MO 63105. (c) Mr. Cohn is a founder of the Company and is currently the Chairman of the Board of Directors and Chief Executive Officer of the Company. Mr. Cohn is married to Ms. Cohn. (d), (e) During the last five years, the Reporting Persons have not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The Reporting Persons are each a citizen of the United States.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The securities reported herein were received as consideration in connection with a Business Combination (as defined below), or were purchased with personal funds thereafter in various open market or privately negotiated purchases. The securities beneficially owned by Ms. Cohn were transferred to Ms. Cohn without consideration. On September 20, 2021 (the " Closing Date "), the Company, consummated the business combination (the " Closing ") pursuant to that certain Business Combination Agreement, dated as of January 28, 2021 (as amended on March 19, 2021, on July 14, 2021, on August 11, 2021 and on August 18, 2021, the " Business Combination Agreement ") by and among the Company, TPG Pace Tech Merger Sub LLC, a Delaware limited liability company (" TPG Pace Merger Sub "), Live Learning Technologies LLC, a Delaware limited liability company (" Nerdy LLC "), the Reporting Person and the other signatories party thereto. The transactions contemplated by the Business Combination Agreement are collectively referred to herein as the " Business Combination ." Pursuant to the Business Combination Agreement and in connection therewith, TPG Pace Merger Sub merged with and into Nerdy LLC (the " Merger "), with Nerdy LLC (" OpCo ") surviving such merger, pursuant to which the Reporting Person exchanged their Nerdy LLC common units for a blended consideration consisting of cash, limited liability company units in Nerdy LLC (the " OpCo Units "), shares of the Company's Class B common stock, par value $0.0001 per share (" Class B Common Stock ") in an equivalent number to the OpCo Units received, Earnout Shares (which were to vest upon the satisfaction of certain share price vesting conditions and which are no longer outstanding) of the Company's Class B Common Stock, and warrants to purchase OpCo Units (" OpCo Warrants ") (the exercise of which would result in the issuance of one corresponding share of Class B Stock and w

PURPOSE OF TRANSACTION

ITEM 4. PURPOSE OF TRANSACTION. The Reporting Persons acquired the Common Stock for investment purposes. Depending on the factors discussed herein, the Reporting Persons may, from time to time, investigate, evaluate, discuss, negotiate or agree to acquire additional shares of Common Stock in the open market, in connection with issuances by the Company or sales by other stockholders in transactions registered under the Securities Act of 1933, as amended (the " Securities Act "), in privately negotiated transactions or otherwise andor investigate, evaluate, discuss, negotiate or agree to retain andor sell or otherwise dispose of all or a portion of shares of Common Stock in the open market, through transactions registered under the Securities Act, through privately negotiated transactions to the Company or third parties or through distributions to their respective partners, or otherwise. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons' review of numerous factors, including, among other things, the price levels of the Common Stock general market and economic conditions ongoing evaluation of the Company's business, financial condition, operating results and prospects the relative attractiveness of alternative business and investment opportunities and other future developments. Except as set forth herein, the Reporting Person has no present plans or proposals that relate to or which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

INTEREST IN SECURITIES OF THE ISSUER

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The information set forth in or incorporated by reference in Items 3, 4 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 5. (a) and (b) Amount beneficially owned See Row 11 of cover page for each Reporting Person Percent of Class See Row 13 of cover page for each Reporting Person Number of shares the Reporting Person has Sole power to vote or direct the vote See Row 7 of cover page for each Reporting Person Shared power to vote See Row 8 of cover page for each Reporting Person Sole power to dispose or direct the disposition of See Row 9 of cover page for each Reporting Person Shared power to dispose or direct the disposition of See Row 10 of cover page for each Reporting Person. (c) Mr. Cohn effected the following transactions in the Company's Class A Common Stock during the past sixty days of filing this Amendment No.5 (with the exception of the 11292024 transaction, which the Reporting Persons participated in together) Transaction Date Transaction Type Amount of Securities Weighted-Average Price 11142024 Purchase 208,726 $0.87 11152024 Purchase 22,303 $0.90 11182024 Purchase 796,096 $0.98 11192024 Purchase 1,501,500 $1.21 11202024 Purchase 746,335 $1.23 11212024 Purchase 136,753 $1.28 11222024 Purchase 421,796 $1.40 11252024 Purchase 300,000 $1.44 11292024 Purchase 39,629 $1.51 4 The Reporting Persons effected the following transactions in the Company's Class B Common Stock during the past sixty days of filing this Amendment No.5 Transaction Date Transaction Type Amount of Securities Weighted-Average Price 11142024 Purchase (a) 1,000,000 $1.00 11252024 Purchase (b) 150,000 $1.50 (a) This purchase, which was agreed to on November 14, 2024, was a private purchase contracted by and between Rarefied Air Capital LLC and the selling party. See Item 6 for additional information. (b) This purchase, which was agreed to on November 25, 2024, was a private pur

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Stockholders' Agreement Concurrently with the execution of the Business Combination Agreement, the Company, TPG Pace Tech Opportunities Sponsor, Series LLC, a Delaware limited liability company (" Sponsor "), the Reporting Person and the other stockholders party thereto entered into the Stockholders' Agreement, which governs certain rights and obligations of the parties, and, among other things, sets forth certain requirements regarding the composition of the Nerdy Inc. Board. Under the Stockholders' Agreement, the Nerdy Inc. Board will be, subject to certain exceptions, comprised of seven members, divided into three classes, comprised of three directors designated by the Reporting Person one director designated by Learn Capital one director designated by TCV VIII (A) one director designated by Sponsor and one director nominated in accordance with Nerdy Inc.'s constituent documents who meets certain diversity and independence standards. Cohn's nomination rights will be reduced in relation to his ownership percentage. The nomination rights of each of Sponsor, Learn Capital and TCV VIII (A) will continue for so long as it and its affiliates hold at least 50% of the Common Stock such party holds at the Closing. In addition, the Stockholders' Agreement sets forth certain transfer restrictions with respect to the Class A Common Stock, including a six-month lock-up provision. Founder Equity Award Agreement On September 20, 2021, Mr. Cohn was granted a performance restricted stock unit award covering a maximum of 9,258,298 shares of Class A Common Stock (the "Founder and CEO Performance Award"). The Founder and CEO Performance Award vests upon the satisfaction of a service condition and achievement of certain stock price goals, as described below. The Founder and CEO Performance Award is eligible to vest based on Nerdy Inc.'s stock price performance over a seven

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Charles Cohn Date December 3, 2024 By s Charles Cohn Allison Cohn By s Allison Cohn Notice Address co Nerdy Inc. 8001 Forsyth Blvd. Suite 1050 St. Louis, MO 63105 Telephone (314) 412-1227 8

View Full Filing

View this SC 13D/A filing on SEC EDGAR