NRDY

SEC source: 0001628280-22-016633 · wf-form4_165472919877477.xml · nonDerivative · entry 1

Cohn Charles K. · CIK 0001880171 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Rarefied Air Capital LLC

Disclosed balance after: 4,059,345

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.800 to $2.900, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

F2 · ownership.nature: 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.

SEC source: 0001628280-22-016509 · wf-form4_165464281271797.xml · nonDerivative · entry 1

Cohn Charles K. · CIK 0001880171 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Rarefied Air Capital LLC

Disclosed balance after: 3,909,345

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.835 to $2.900, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

F2 · ownership.nature: 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.

SEC source: 0001628280-22-016378 · wf-form4_165455639903477.xml · nonDerivative · entry 1

Cohn Charles K. · CIK 0001880171 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Rarefied Air Capital LLC

Disclosed balance after: 3,889,345

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.900 to $2.970, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

F2 · ownership.nature: 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.

SEC source: 0001628280-22-016239 · wf-form4_165429720355219.xml · nonDerivative · entry 1

Cohn Charles K. · CIK 0001880171 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Rarefied Air Capital LLC

Disclosed balance after: 3,832,240

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.640 to $2.950, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

F2 · ownership.nature: 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.

SEC source: 0001628280-22-016090 · wf-form4_165421092161943.xml · nonDerivative · entry 1

Cohn Charles K. · CIK 0001880171 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Rarefied Air Capital LLC

Disclosed balance after: 3,379,348

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.636 to $2.900, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

F2 · ownership.nature: 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.

SEC source: 0001628280-22-015893 · wf-form4_165411411289859.xml · nonDerivative · entry 1

Cohn Charles K. · CIK 0001880171 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Rarefied Air Capital LLC

Disclosed balance after: 3,079,348

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.540 to $2.579, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

F2 · ownership.nature: 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.

SEC source: 0001628280-22-015771 · wf-form4_165403080326628.xml · nonDerivative · entry 1

Cohn Charles K. · CIK 0001880171 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Rarefied Air Capital LLC

Disclosed balance after: 3,041,848

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.285 to $2.440, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

F2 · ownership.nature: 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.

SEC source: 0001628280-22-015890 · wf-form4a_165411408516428.xml · nonDerivative · entry 1

Cohn Charles K. · CIK 0001880171 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Rarefied Air Capital LLC

Disclosed balance after: 3,041,848

F1 · kind: The original Form 4, filed on May 31, 2022, is being amended by this Form 4 amendment solely to correct Box 3, Transaction Code, which was incorrectly selected as "A" instead of "P" in the originally filed Form 4.

F2 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.285 to $2.440, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

F3 · ownership.nature: 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.

SEC source: 0001628280-22-015576 · wf-form4_165368218180012.xml · nonDerivative · entry 1

Cohn Charles K. · CIK 0001880171 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Rarefied Air Capital LLC

Disclosed balance after: 2,701,498

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.060 to $2.300, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

F2 · ownership.nature: 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.

SEC source: 0001628280-22-015888 · wf-form4a_165411404917288.xml · nonDerivative · entry 1

Cohn Charles K. · CIK 0001880171 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Rarefied Air Capital LLC

Disclosed balance after: 2,701,498

F1 · kind: The original Form 4, filed on May 27, 2022, is being amended by this Form 4 amendment solely to correct Box 3, Transaction Code, which was incorrectly selected as "A" instead of "P" in the originally filed Form 4.

F2 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.060 to $2.300, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

F3 · ownership.nature: 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.

SEC source: 0001628280-22-015476 · wf-form4_165359677532943.xml · nonDerivative · entry 1

Cohn Charles K. · CIK 0001880171 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Rarefied Air Capital LLC

Disclosed balance after: 2,399,224

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.886 to $2.100, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

F2 · ownership.nature: 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.

SEC source: 0001628280-22-015886 · wf-form4a_165411402477204.xml · nonDerivative · entry 1

Cohn Charles K. · CIK 0001880171 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Rarefied Air Capital LLC

Disclosed balance after: 2,399,224

F1 · kind: The original Form 4, filed on May 26, 2022, is being amended by this Form 4 amendment solely to correct Box 3, Transaction Code, which was incorrectly selected as "A" instead of "P" in the originally filed Form 4.

F2 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.886 to $2.100, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

F3 · ownership.nature: 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.

SEC source: 0001628280-22-015366 · wf-form4_165351096935492.xml · nonDerivative · entry 1

Cohn Charles K. · CIK 0001880171 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Rarefied Air Capital LLC

Disclosed balance after: 1,573,176

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.782 to $2.085, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

F2 · ownership.nature: 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.

SEC source: 0001628280-22-015885 · wf-form4a_165411400347092.xml · nonDerivative · entry 1

Cohn Charles K. · CIK 0001880171 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Rarefied Air Capital LLC

Disclosed balance after: 1,573,176

F1 · kind: The original Form 4, filed on May 25, 2022, is being amended by this Form 4 amendment solely to correct Box 3, Transaction Code, which was incorrectly selected as "A" instead of "P" in the originally filed Form 4.

F2 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.782 to $2.085, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

F3 · ownership.nature: 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.

SEC source: 0001628280-22-015229 · wf-form4_165334304959963.xml · nonDerivative · entry 2

Cohn Charles K. · CIK 0001880171 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Rarefied Air Capital LLC

Disclosed balance after: 266,113

F3 · balance_after: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.700 to $1.775, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

F2 · ownership.nature: 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.

SEC source: 0001628280-22-015225 · wf-form4_165333984692400.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 503,920

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.840 to $1.890, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

SEC source: 0001628280-22-015884 · wf-form4a_165411398712271.xml · nonDerivative · entry 2

Cohn Charles K. · CIK 0001880171 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Rarefied Air Capital LLC

Disclosed balance after: 266,113

F1 · kind: The original Form 4, filed on May 23, 2022, is being amended by this Form 4 amendment solely to correct Box 3, Transaction Code, which was incorrectly selected as "A" instead of "P" in the originally filed Form 4.

F4 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.700 to $1.775, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

F3 · ownership.nature: 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.

SEC source: 0001628280-22-015229 · wf-form4_165334304959963.xml · nonDerivative · entry 1

Cohn Charles K. · CIK 0001880171 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Rarefied Air Capital LLC

Disclosed balance after: 232,834

F1 · balance_after: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.695 to $1.750, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

F2 · ownership.nature: 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.

SEC source: 0001628280-22-015223 · wf-form4_165333980326115.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 511,734

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.650 to $1.735, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

SEC source: 0001628280-22-015884 · wf-form4a_165411398712271.xml · nonDerivative · entry 1

Cohn Charles K. · CIK 0001880171 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · Rarefied Air Capital LLC

Disclosed balance after: 232,834

F1 · kind: The original Form 4, filed on May 23, 2022, is being amended by this Form 4 amendment solely to correct Box 3, Transaction Code, which was incorrectly selected as "A" instead of "P" in the originally filed Form 4.

F2 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.695 to $1.750, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

F3 · ownership.nature: 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.

SEC source: 0001628280-22-014756 · wf-form4_165290459012835.xml · nonDerivative · entry 2

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 476,920

F2 · shares: Withholding of shares in payment of tax withholding due as a result of the vesting of 24,712 restricted stock units.

SEC source: 0001628280-22-013144 · wf-form4_165187757531835.xml · derivative · entry 1

Beaudoin Catherine · CIK 0001880238 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 189,358

Underlying: Class A Common Stock · 189,358 shares

Expires 2032-05-03

F1 · derivative.exercise_date: The stock options will vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual meeting of Nerdy Inc. stockholders.

SEC source: 0001628280-22-013142 · wf-form4_165187753460299.xml · derivative · entry 1

Hutter Robert J. · CIK 0001807239 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 177,373

Underlying: Class A Common Stock · 177,373 shares

Expires 2032-05-03

F1 · derivative.exercise_date: The stock options will vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual meeting of Nerdy Inc. stockholders.

SEC source: 0001628280-22-013143 · wf-form4_165187755498059.xml · derivative · entry 1

Mrva Gregory · CIK 0001497833 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 185,043

Underlying: Class A Common Stock · 185,043 shares

Expires 2032-05-03

F1 · derivative.exercise_date: The stock options will vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual meeting of Nerdy Inc. stockholders.

SEC source: 0001062993-22-011848 · form4.xml · derivative · entry 1

Marshall Christopher P · CIK 0001440008 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 196,548

Underlying: Class A Common Stock · 196,548 shares

Expires 2032-05-03

F1 · shares: Mr. Marshall has sole voting and dispositive power over the options he holds directly. However, TCV VIII Management, L.L.C. has the right to 100% of the pecuniary interests in such options. Mr. Marshall is a member of TCV VIII Management, L.L.C. Mr. Marshall disclaims beneficial ownership of such options and the shares to be received upon the exercise of such options except to the extent of his pecuniary interest therein.

F2 · derivative.exercise_date: The stock options will vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual meeting of Nerdy Inc. stockholders.

SEC source: 0001628280-22-013141 · wf-form4_165187750240919.xml · derivative · entry 1

BLACHFORD ERIK C · CIK 0001184251 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 186,002

Underlying: Class A Common Stock · 186,002 shares

Expires 2032-05-03

F1 · derivative.exercise_date: The stock options will vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual meeting of Nerdy Inc. stockholders.

SEC source: 0001628280-22-013140 · wf-form4_165187748149480.xml · derivative · entry 1

Philips Kathleen · CIK 0001524268 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 200,384

Underlying: Class A Common Stock · 200,384 shares

Expires 2032-05-03

F1 · derivative.exercise_date: The stock options will vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual meeting of Nerdy Inc. stockholders.

SEC source: 0001628280-22-013840 · wf-form4a_165230085297713.xml · derivative · entry 1

Beaudoin Catherine · CIK 0001880238 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 65,104

Underlying: Class A Common Stock · 65,104 shares

Expires 2032-05-03

F1 · shares: The original Form 4, filed on May 6, 2022, is being amended by this Form 4 amendment solely to correct an administrative error, which led to overstating the amount of stock options granted to Ms. Beaudoin.

F2 · derivative.exercise_date: The stock options will vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual meeting of Nerdy Inc. stockholders.

F1 · derivative.underlying_shares: The original Form 4, filed on May 6, 2022, is being amended by this Form 4 amendment solely to correct an administrative error, which led to overstating the amount of stock options granted to Ms. Beaudoin.

SEC source: 0001628280-22-013841 · wf-form4a_165230086918133.xml · derivative · entry 1

Hutter Robert J. · CIK 0001807239 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 65,104

Underlying: Class A Common Stock · 65,104 shares

Expires 2032-05-03

F1 · shares: The original Form 4, filed on May 6, 2022, is being amended by this Form 4 amendment solely to correct an administrative error, which led to overstating the amount of stock options granted to Mr. Hutter.

F2 · derivative.exercise_date: The stock options will vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual meeting of Nerdy Inc. stockholders.

F1 · derivative.underlying_shares: The original Form 4, filed on May 6, 2022, is being amended by this Form 4 amendment solely to correct an administrative error, which led to overstating the amount of stock options granted to Mr. Hutter.

SEC source: 0001628280-22-013843 · wf-form4a_165230092225677.xml · derivative · entry 1

Mrva Gregory · CIK 0001497833 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 65,104

Underlying: Class A Common Stock · 65,104 shares

Expires 2032-05-03

F1 · shares: The original Form 4, filed on May 6, 2022, is being amended by this Form 4 amendment solely to correct an administrative error, which led to overstating the amount of stock options granted to Mr. Mrva.

F2 · derivative.exercise_date: The stock options will vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual meeting of Nerdy Inc. stockholders.

F1 · derivative.underlying_shares: The original Form 4, filed on May 6, 2022, is being amended by this Form 4 amendment solely to correct an administrative error, which led to overstating the amount of stock options granted to Mr. Mrva.

SEC source: 0001062993-22-012105 · form4a.xml · derivative · entry 1

Marshall Christopher P · CIK 0001440008 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 65,104

Underlying: Class A Common Stock · 65,104 shares

Expires 2032-05-03

F1 · shares: The original Form 4, filed on May 6, 2022, is being amended by this Form 4 amendment solely to correct an administrative error, which led to overstating the amount of stock options granted to Mr. Marshall.

F2 · shares: Mr. Marshall has sole voting and dispositive power over the options he holds directly. However, TCV VIII Management, L.L.C. has the right to 100% of the pecuniary interests in such options. Mr. Marshall is a member of TCV VIII Management, L.L.C. Mr. Marshall disclaims beneficial ownership of such options and the shares to be received upon the exercise of such options except to the extent of his pecuniary interest therein.

F3 · derivative.exercise_date: The stock options will vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual meeting of Nerdy Inc. stockholders.

F1 · derivative.underlying_shares: The original Form 4, filed on May 6, 2022, is being amended by this Form 4 amendment solely to correct an administrative error, which led to overstating the amount of stock options granted to Mr. Marshall.

SEC source: 0001628280-22-013844 · wf-form4a_165230094160148.xml · derivative · entry 1

BLACHFORD ERIK C · CIK 0001184251 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 65,104

Underlying: Class A Common Stock · 65,104 shares

Expires 2032-05-03

F1 · shares: The original Form 4, filed on May 6, 2022, is being amended by this Form 4 amendment solely to correct an administrative error, which led to overstating the amount of stock options granted to Mr. Blachford.

F2 · derivative.exercise_date: The stock options will vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual meeting of Nerdy Inc. stockholders.

F1 · derivative.underlying_shares: The original Form 4, filed on May 6, 2022, is being amended by this Form 4 amendment solely to correct an administrative error, which led to overstating the amount of stock options granted to Mr. Blachford.

SEC source: 0001628280-22-013842 · wf-form4a_165230090576901.xml · derivative · entry 1

Philips Kathleen · CIK 0001524268 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 65,104

Underlying: Class A Common Stock · 65,104 shares

Expires 2032-05-03

F1 · shares: The original Form 4, filed on May 6, 2022, is being amended by this Form 4 amendment solely to correct an administrative error, which led to overstating the amount of stock options granted to Ms. Philips.

F2 · derivative.exercise_date: The stock options will vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual meeting of Nerdy Inc. stockholders.

F1 · derivative.underlying_shares: The original Form 4, filed on May 6, 2022, is being amended by this Form 4 amendment solely to correct an administrative error, which led to overstating the amount of stock options granted to Ms. Philips.

SEC source: 0001880171-22-000011 · wf-form4_164626740090792.xml · nonDerivative · entry 2

Cohn Charles K. · CIK 0001880171 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Cohn Family Trust 5/24/18

Disclosed balance after: 110,704

F2 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $4.410 to $4.710, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

SEC source: 0001880171-22-000011 · wf-form4_164626740090792.xml · nonDerivative · entry 1

Cohn Charles K. · CIK 0001880171 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · By Cohn Family Investments Trust dtd 5/24/18

Disclosed balance after: 110,704

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $4.415 to $4.710, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

SEC source: 0001628280-22-014756 · wf-form4_165290459012835.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 484,248

F1 · shares: Withholding of shares in payment of tax withholding due as a result of the vesting of 30,000 restricted stock units.

SEC source: 0000899243-21-048091 · doc4.xml · derivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 51,246

Underlying: Class A Common Stock · 50,000 shares

Expires 2026-09-20

F1 · shares: The price reported in Column 8 of Table II is a weighted average price. The warrants were purchased in multiple transactions at prices ranging of $1.04 and $1.21. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were affected.

F1 · price: The price reported in Column 8 of Table II is a weighted average price. The warrants were purchased in multiple transactions at prices ranging of $1.04 and $1.21. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were affected.

SEC source: 0000899243-21-047490 · doc4.xml · derivative · entry 2

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,291

Underlying: Class A Common Stock · 4,291 shares

Expires 2026-09-20

F1 · shares: The price reported in Column 8 of Table II is a weighted average price. The warrants were purchased in multiple transactions at prices ranging of $1.077 and $1.139. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were affected.

F1 · price: The price reported in Column 8 of Table II is a weighted average price. The warrants were purchased in multiple transactions at prices ranging of $1.077 and $1.139. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were affected.

SEC source: 0000899243-21-047490 · doc4.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 499,234

SEC source: 0000899243-21-046551 · doc4.xml · nonDerivative · entry 2

Robinson Heidi · CIK 0001880235 · Chief Product Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 658,979

F2 · kind: Represents RSUs issued under the Nerdy Inc. 2021 Equity Incentive Plan. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest as follows: 20% at various points during the period between December 1, 2021 and December 1, 2022, 25% at various points during the twelve months ending December 1, 2023, 27.5% at various points during the twelve months ending December 1, 2024, and 27.5% at various points during the twelve months ending December 1, 2025.

SEC source: 0000899243-21-046551 · doc4.xml · nonDerivative · entry 1

Robinson Heidi · CIK 0001880235 · Chief Product Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 400,000

F1 · kind: Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest as follows: 20% at various points during the period between December 1, 2021 and August 15, 2022, 25% at various points during the twelve months ending August 15, 2023, 27.5% at various points during the twelve months ending August 15, 2024, and 27.5% at various points during the twelve months ending August 15, 2025.

SEC source: 0000899243-21-046553 · doc4.xml · nonDerivative · entry 1

Clarkson Ian · CIK 0001880240 · President & COO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 841,680

F1 · kind: Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest as follows: 153,032 RSUs vest on December 1, 2022, with the remainder vesting in eighteen substantially equal quarterly installments thereafter.

SEC source: 0000899243-21-046552 · doc4.xml · nonDerivative · entry 2

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 494,234

F2 · kind: Represents RSUs issued under the Nerdy Inc. 2021 Equity Incentive Plan. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest as follows: 20% at various points during the period between December 1, 2021 and December 1, 2022, 25% at various points during the twelve months ending December 1, 2023, 27.5% at various points during the twelve months ending December 1, 2024, and 27.5% at various points during the twelve months ending December 1, 2025.

SEC source: 0000899243-21-046552 · doc4.xml · nonDerivative · entry 1

Swenson Christopher C. · CIK 0001880166 · Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 300,000

F1 · kind: Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest as follows: 20% at various points during the period between December 1, 2021 and August 15, 2022, 25% at various points during the twelve months ending August 15, 2023, 27.5% at various points during the twelve months ending August 15, 2024, and 27.5% at various points during the twelve months ending August 15, 2025.

SEC source: 0000899243-21-046549 · doc4.xml · nonDerivative · entry 2

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 494,234

F2 · kind: Represents RSUs issued under the Nerdy Inc. 2021 Equity Incentive Plan. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest as follows: 20% at various points during the period between December 1, 2021 and December 1, 2022, 25% at various points during the twelve months ending December 1, 2023, 27.5% at various points during the twelve months ending December 1, 2024, and 27.5% at various points during the twelve months ending December 1, 2025.

SEC source: 0000899243-21-046549 · doc4.xml · nonDerivative · entry 1

Pello Jason H. · CIK 0001880176 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 300,000

F1 · kind: Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest as follows: 20% at various points during the period between December 1, 2021 and August 15, 2022, 25% at various points during the twelve months ending August 15, 2023, 27.5% at various points during the twelve months ending August 15, 2024, and 27.5% at various points during the twelve months ending August 15, 2025.

SEC source: 0000899243-21-046554 · doc4.xml · nonDerivative · entry 1

Mrva Gregory · CIK 0001497833 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 130,000

F1 · price: The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $6.0299 to $6.0842, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.

SEC source: 0000899243-21-046426 · doc4.xml · nonDerivative · entry 1

Cohn Charles K. · CIK 0001880171 · Director · Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,258,298

F1 · kind: Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan. 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.

SEC source: 0001567619-21-019020 · doc1.xml · nonDerivative · entry 2

LIGHT STREET CAPITAL MANAGEMENT, LLC · CIK 0001569049 · 10% owner

Light Street Mercury Master Fund, L.P. · CIK 0001723642 · 10% owner

Kacher Glen Thomas · CIK 0001723534 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 9,100,000

F6 · price: This price reflects the weighted average purchase price for open-market purchases of Shares made by the Reporting Persons on October 28, 2021 within a $1.00 range. The actual prices for these transactions range from $7.725 to $8.50, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares purchased at each separate price.

F1 · ownership.direct: The Class A ordinary shares ("Shares") are held directly for the account of Light Street Mercury Master Fund, L.P. ("Mercury"), and indirectly by Light Street Capital Management, LLC ("LSCM") and Glen Thomas Kacher ("Mr. Kacher").

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F1 · ownership.nature: The Class A ordinary shares ("Shares") are held directly for the account of Light Street Mercury Master Fund, L.P. ("Mercury"), and indirectly by Light Street Capital Management, LLC ("LSCM") and Glen Thomas Kacher ("Mr. Kacher").

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001567619-21-019020 · doc1.xml · nonDerivative · entry 1

LIGHT STREET CAPITAL MANAGEMENT, LLC · CIK 0001569049 · 10% owner

Light Street Mercury Master Fund, L.P. · CIK 0001723642 · 10% owner

Kacher Glen Thomas · CIK 0001723534 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 8,988,050

F5 · price: This price reflects the weighted average purchase price for open-market purchases of Shares made by the Reporting Persons on October 27, 2021 within a $1.00 range. The actual prices for these transactions range from $7.655 to $8.05, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares purchased at each separate price.

F1 · ownership.direct: The Class A ordinary shares ("Shares") are held directly for the account of Light Street Mercury Master Fund, L.P. ("Mercury"), and indirectly by Light Street Capital Management, LLC ("LSCM") and Glen Thomas Kacher ("Mr. Kacher").

F4 · ownership.direct: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F1 · ownership.nature: The Class A ordinary shares ("Shares") are held directly for the account of Light Street Mercury Master Fund, L.P. ("Mercury"), and indirectly by Light Street Capital Management, LLC ("LSCM") and Glen Thomas Kacher ("Mr. Kacher").

F4 · ownership.nature: LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.