person · Reporting owner

TCV VIII VT MASTER, L.P.

Disclosed activity across 1 company

Tapewire entity: 109317
SEC CIK: 0001885447

Reported relationships

Latest disclosed role at each company.

Company	Last reported as	Report date	Published
Nerdy Inc.NRDY · Entity 5208	Director · 10% owner	September 28, 2023	October 02, 2023

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

Nerdy Inc.

Report date September 28, 2023 · Filed October 02, 2023

Jointly reported with Technology Crossover Management VIII, Ltd., TCV VIII, L.P., TCV VIII VT MASTER GP, LLC, Technology Crossover Management VIII, L.P., Marshall Christopher P, TCV VIII (A), L.P.

Security / award	Ownership account	Disclosed shares / units	Disclosure context
Class A Common StockSEC Table I · non-derivative	IndirectBy TCV VIII (A), L.P.	3,949,791	Last balance in matching sequence After 2023-09-28 transaction · row 2 Source-order balances reconcile. Account continuity and personal attribution are not independently verified. 2 source rows Row 1 · 2023-09-28 · Grant · Acquired 29,472 · Balance 4,065,538 F1: Mandatory exchange, at the Issuer's option, of each warrant to purchase Class A Common Stock for 0.25 shares of Class A Common Stock. F8: Technology Crossover Management VIII, Ltd. ("Management VIII") is the sole general partner of Technology Crossover Management VIII, L.P. ("TCM VIII") and of TCV VIII (A), L.P. ("TCV VIII (A)"). TCM VIII, is the sole general partner of TCV VIII, L.P. ("TCV VIII"), which in turn is the sole general partner of TCV VIII VT Master GP, LLC ("Master GP"), which in turn is the sole general partner of TCV VIII VT Master, L.P. ("TCV Master Fund"). F9: Christopher Marshall is a director of the Issuer, a Class A Member of Management VIII and a limited partner of TCM VIII. Mr. Marshall, Management VIII, TCM VIII, TCV VIII and Master GP may be deemed to beneficially own the securities held by TCV VIII (A) and TCV Master Fund, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. Row 2 · 2023-09-28 · Disposition to issuer · Disposed 115,747 · Balance 3,949,791 F2: Forfeiture of shares of Class A Common Stock (which were received as earnout consideration and were subject to forfeiture if certain trading price thresholds were not met) pursuant to an agreement with the Issuer whereby the Reporting Person agreed to forfeit (and thus surrender for cancellation) 60% of the earnout shares and the Issuer agreed to remove the forfeiture conditions from the remaining 40% of the earnout shares. F8: Technology Crossover Management VIII, Ltd. ("Management VIII") is the sole general partner of Technology Crossover Management VIII, L.P. ("TCM VIII") and of TCV VIII (A), L.P. ("TCV VIII (A)"). TCM VIII, is the sole general partner of TCV VIII, L.P. ("TCV VIII"), which in turn is the sole general partner of TCV VIII VT Master GP, LLC ("Master GP"), which in turn is the sole general partner of TCV VIII VT Master, L.P. ("TCV Master Fund"). F9: Christopher Marshall is a director of the Issuer, a Class A Member of Management VIII and a limited partner of TCM VIII. Mr. Marshall, Management VIII, TCM VIII, TCV VIII and Master GP may be deemed to beneficially own the securities held by TCV VIII (A) and TCV Master Fund, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
Class B Common StockSEC Table I · non-derivative	IndirectBy TCV VIII VT Master, L.P.	16,636,527	Last balance in matching sequence After 2023-09-28 transaction · row 4 Source-order balances reconcile. Account continuity and personal attribution are not independently verified. 2 source rows Row 3 · 2023-09-28 · Grant · Acquired 124,138 · Balance 17,124,053 F3: Mandatory exchange, at the Issuer's option, of each warrant (the "OpCo Warrants") to purchase units of Nerdy LLC ("OpCo Units") for 0.25 shares of Class B Common Stock, together with an equivalent number of OpCo Units. Shares of Class B Common Stock confer no economic rights on the holders thereof but entitle holders to one vote per share on all matters to be voted on by holders of the Class A Common Stock. Upon exchange of OpCo Units reported in Table II hereof for Class A Common Stock or cash, an equal number of shares of Class B Common Stock will be delivered to the Issuer and cancelled for no consideration. F8: Technology Crossover Management VIII, Ltd. ("Management VIII") is the sole general partner of Technology Crossover Management VIII, L.P. ("TCM VIII") and of TCV VIII (A), L.P. ("TCV VIII (A)"). TCM VIII, is the sole general partner of TCV VIII, L.P. ("TCV VIII"), which in turn is the sole general partner of TCV VIII VT Master GP, LLC ("Master GP"), which in turn is the sole general partner of TCV VIII VT Master, L.P. ("TCV Master Fund"). F9: Christopher Marshall is a director of the Issuer, a Class A Member of Management VIII and a limited partner of TCM VIII. Mr. Marshall, Management VIII, TCM VIII, TCV VIII and Master GP may be deemed to beneficially own the securities held by TCV VIII (A) and TCV Master Fund, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. Row 4 · 2023-09-28 · Disposition to issuer · Disposed 487,526 · Balance 16,636,527 F4: Forfeiture of shares of Class B Common Stock, together with an equivalent number of OpCo Units (which were received as earnout consideration and were subject to forfeiture if certain trading price thresholds were not met), pursuant to an agreement with the Issuer whereby the Reporting Person agreed to forfeit (and thus surrender for cancellation) 60% of the earnout equity and the Issuer agreed to remove the forfeiture conditions from the remaining 40% of the earnout equity. F8: Technology Crossover Management VIII, Ltd. ("Management VIII") is the sole general partner of Technology Crossover Management VIII, L.P. ("TCM VIII") and of TCV VIII (A), L.P. ("TCV VIII (A)"). TCM VIII, is the sole general partner of TCV VIII, L.P. ("TCV VIII"), which in turn is the sole general partner of TCV VIII VT Master GP, LLC ("Master GP"), which in turn is the sole general partner of TCV VIII VT Master, L.P. ("TCV Master Fund"). F9: Christopher Marshall is a director of the Issuer, a Class A Member of Management VIII and a limited partner of TCM VIII. Mr. Marshall, Management VIII, TCM VIII, TCV VIII and Master GP may be deemed to beneficially own the securities held by TCV VIII (A) and TCV Master Fund, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
Warrant (right to buy)SEC Table II · derivative / convertible security · Conversion / exercise price $11.50	IndirectBy TCV VIII (A), L.P.	0	Reported balance After 2023-09-28 transaction · row 5 Instrument identity requires review; Table II rows are not merged. 1 source row Row 5 · 2023-09-28 · Disposition to issuer · Disposed 117,890 · Balance 0 F1: Mandatory exchange, at the Issuer's option, of each warrant to purchase Class A Common Stock for 0.25 shares of Class A Common Stock. F5: Warrants to purchase Class A Common Stock were exercisable for Class A Common Stock from the date of issuance. The Class A Warrants had no expiration date. F8: Technology Crossover Management VIII, Ltd. ("Management VIII") is the sole general partner of Technology Crossover Management VIII, L.P. ("TCM VIII") and of TCV VIII (A), L.P. ("TCV VIII (A)"). TCM VIII, is the sole general partner of TCV VIII, L.P. ("TCV VIII"), which in turn is the sole general partner of TCV VIII VT Master GP, LLC ("Master GP"), which in turn is the sole general partner of TCV VIII VT Master, L.P. ("TCV Master Fund"). F9: Christopher Marshall is a director of the Issuer, a Class A Member of Management VIII and a limited partner of TCM VIII. Mr. Marshall, Management VIII, TCM VIII, TCV VIII and Master GP may be deemed to beneficially own the securities held by TCV VIII (A) and TCV Master Fund, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
Nerdy LLC Warrant (right to buy)SEC Table II · derivative / convertible security · Conversion / exercise price $11.50	IndirectBy TCV VIII VT Master, L.P.	0	Reported balance After 2023-09-28 transaction · row 6 Instrument identity requires review; Table II rows are not merged. 1 source row Row 6 · 2023-09-28 · Disposition to issuer · Disposed 496,554 · Balance 0 F3: Mandatory exchange, at the Issuer's option, of each warrant (the "OpCo Warrants") to purchase units of Nerdy LLC ("OpCo Units") for 0.25 shares of Class B Common Stock, together with an equivalent number of OpCo Units. Shares of Class B Common Stock confer no economic rights on the holders thereof but entitle holders to one vote per share on all matters to be voted on by holders of the Class A Common Stock. Upon exchange of OpCo Units reported in Table II hereof for Class A Common Stock or cash, an equal number of shares of Class B Common Stock will be delivered to the Issuer and cancelled for no consideration. F6: OpCo Warrants were exercisable for OpCo Units and an equivalent number of shares of Class B Common Stock from the date of issuance. The OpCo Warrants had no expiration date. F8: Technology Crossover Management VIII, Ltd. ("Management VIII") is the sole general partner of Technology Crossover Management VIII, L.P. ("TCM VIII") and of TCV VIII (A), L.P. ("TCV VIII (A)"). TCM VIII, is the sole general partner of TCV VIII, L.P. ("TCV VIII"), which in turn is the sole general partner of TCV VIII VT Master GP, LLC ("Master GP"), which in turn is the sole general partner of TCV VIII VT Master, L.P. ("TCV Master Fund"). F9: Christopher Marshall is a director of the Issuer, a Class A Member of Management VIII and a limited partner of TCM VIII. Mr. Marshall, Management VIII, TCM VIII, TCV VIII and Master GP may be deemed to beneficially own the securities held by TCV VIII (A) and TCV Master Fund, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
Nerdy LLC UnitsSEC Table II · derivative / convertible security	IndirectBy TCV VIII VT Master, L.P.	17,124,053	Reported balance After 2023-09-28 transaction · row 7 Instrument identity requires review; Table II rows are not merged. 1 source row Row 7 · 2023-09-28 · Grant · Acquired 124,138 · Balance 17,124,053 F7: OpCo Units are exchangeable (upon delivery of an equivalent number of shares of Class B Common Stock (as reported in Table I hereof )) for either cash or shares of Class A Common Stock on a one-for-one basis at the Issuer's election. F3: Mandatory exchange, at the Issuer's option, of each warrant (the "OpCo Warrants") to purchase units of Nerdy LLC ("OpCo Units") for 0.25 shares of Class B Common Stock, together with an equivalent number of OpCo Units. Shares of Class B Common Stock confer no economic rights on the holders thereof but entitle holders to one vote per share on all matters to be voted on by holders of the Class A Common Stock. Upon exchange of OpCo Units reported in Table II hereof for Class A Common Stock or cash, an equal number of shares of Class B Common Stock will be delivered to the Issuer and cancelled for no consideration. F8: Technology Crossover Management VIII, Ltd. ("Management VIII") is the sole general partner of Technology Crossover Management VIII, L.P. ("TCM VIII") and of TCV VIII (A), L.P. ("TCV VIII (A)"). TCM VIII, is the sole general partner of TCV VIII, L.P. ("TCV VIII"), which in turn is the sole general partner of TCV VIII VT Master GP, LLC ("Master GP"), which in turn is the sole general partner of TCV VIII VT Master, L.P. ("TCV Master Fund"). F9: Christopher Marshall is a director of the Issuer, a Class A Member of Management VIII and a limited partner of TCM VIII. Mr. Marshall, Management VIII, TCM VIII, TCV VIII and Master GP may be deemed to beneficially own the securities held by TCV VIII (A) and TCV Master Fund, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
Nerdy LLC UnitsSEC Table II · derivative / convertible security	IndirectBy TCV VIII VT Master, L.P.	16,636,527	Reported balance After 2023-09-28 transaction · row 8 Instrument identity requires review; Table II rows are not merged. 1 source row Row 8 · 2023-09-28 · Disposition to issuer · Disposed 487,526 · Balance 16,636,527 F7: OpCo Units are exchangeable (upon delivery of an equivalent number of shares of Class B Common Stock (as reported in Table I hereof )) for either cash or shares of Class A Common Stock on a one-for-one basis at the Issuer's election. F4: Forfeiture of shares of Class B Common Stock, together with an equivalent number of OpCo Units (which were received as earnout consideration and were subject to forfeiture if certain trading price thresholds were not met), pursuant to an agreement with the Issuer whereby the Reporting Person agreed to forfeit (and thus surrender for cancellation) 60% of the earnout equity and the Issuer agreed to remove the forfeiture conditions from the remaining 40% of the earnout equity. F8: Technology Crossover Management VIII, Ltd. ("Management VIII") is the sole general partner of Technology Crossover Management VIII, L.P. ("TCM VIII") and of TCV VIII (A), L.P. ("TCV VIII (A)"). TCM VIII, is the sole general partner of TCV VIII, L.P. ("TCV VIII"), which in turn is the sole general partner of TCV VIII VT Master GP, LLC ("Master GP"), which in turn is the sole general partner of TCV VIII VT Master, L.P. ("TCV Master Fund"). F9: Christopher Marshall is a director of the Issuer, a Class A Member of Management VIII and a limited partner of TCM VIII. Mr. Marshall, Management VIII, TCM VIII, TCV VIII and Master GP may be deemed to beneficially own the securities held by TCV VIII (A) and TCV Master Fund, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.

Filing footnotes · ownership attribution and instrument terms

F1: Mandatory exchange, at the Issuer's option, of each warrant to purchase Class A Common Stock for 0.25 shares of Class A Common Stock.

F2: Forfeiture of shares of Class A Common Stock (which were received as earnout consideration and were subject to forfeiture if certain trading price thresholds were not met) pursuant to an agreement with the Issuer whereby the Reporting Person agreed to forfeit (and thus surrender for cancellation) 60% of the earnout shares and the Issuer agreed to remove the forfeiture conditions from the remaining 40% of the earnout shares.

F3: Mandatory exchange, at the Issuer's option, of each warrant (the "OpCo Warrants") to purchase units of Nerdy LLC ("OpCo Units") for 0.25 shares of Class B Common Stock, together with an equivalent number of OpCo Units. Shares of Class B Common Stock confer no economic rights on the holders thereof but entitle holders to one vote per share on all matters to be voted on by holders of the Class A Common Stock. Upon exchange of OpCo Units reported in Table II hereof for Class A Common Stock or cash, an equal number of shares of Class B Common Stock will be delivered to the Issuer and cancelled for no consideration.

F4: Forfeiture of shares of Class B Common Stock, together with an equivalent number of OpCo Units (which were received as earnout consideration and were subject to forfeiture if certain trading price thresholds were not met), pursuant to an agreement with the Issuer whereby the Reporting Person agreed to forfeit (and thus surrender for cancellation) 60% of the earnout equity and the Issuer agreed to remove the forfeiture conditions from the remaining 40% of the earnout equity.

F5: Warrants to purchase Class A Common Stock were exercisable for Class A Common Stock from the date of issuance. The Class A Warrants had no expiration date.

F6: OpCo Warrants were exercisable for OpCo Units and an equivalent number of shares of Class B Common Stock from the date of issuance. The OpCo Warrants had no expiration date.

F7: OpCo Units are exchangeable (upon delivery of an equivalent number of shares of Class B Common Stock (as reported in Table I hereof )) for either cash or shares of Class A Common Stock on a one-for-one basis at the Issuer's election.

F8: Technology Crossover Management VIII, Ltd. ("Management VIII") is the sole general partner of Technology Crossover Management VIII, L.P. ("TCM VIII") and of TCV VIII (A), L.P. ("TCV VIII (A)"). TCM VIII, is the sole general partner of TCV VIII, L.P. ("TCV VIII"), which in turn is the sole general partner of TCV VIII VT Master GP, LLC ("Master GP"), which in turn is the sole general partner of TCV VIII VT Master, L.P. ("TCV Master Fund").

F9: Christopher Marshall is a director of the Issuer, a Class A Member of Management VIII and a limited partner of TCM VIII. Mr. Marshall, Management VIII, TCM VIII, TCV VIII and Master GP may be deemed to beneficially own the securities held by TCV VIII (A) and TCV Master Fund, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.

Transaction history

JSON API

Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction date	Company	Activity / security	Shares / units	Reported price	Reported value	Details
September 28, 2023 Filed Oct 2, 2023 17:01 UTC	Nerdy Inc. NRDY · Entity 5208	Disposition to issuerNerdy LLC Units · Derivative	487,526	Not disclosed	Not disclosed	Disclosure SEC source: 0001104659-23-105953 · tm2327291-1_4seq1.xml · derivative · entry 8 Technology Crossover Management VIII, Ltd. · CIK 0001626282 · Director · 10% owner TCV VIII VT MASTER, L.P. · CIK 0001885447 · Director · 10% owner TCV VIII, L.P. · CIK 0001566336 · Director · 10% owner TCV VIII VT MASTER GP, LLC · CIK 0001885561 · Director · 10% owner Technology Crossover Manangement VIII, L.P. · CIK 0001626281 · Director · 10% owner Marshall Christopher P · CIK 0001440008 · Director · 10% owner TCV VIII (A), L.P. · CIK 0001566338 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By TCV VIII VT Master, L.P. Disclosed balance after: 16,636,527 Underlying: Class A Common Stock · Not disclosed shares Expires not disclosed F7 · derivative.exercise_price: OpCo Units are exchangeable (upon delivery of an equivalent number of shares of Class B Common Stock (as reported in Table I hereof )) for either cash or shares of Class A Common Stock on a one-for-one basis at the Issuer's election. F4 · kind: Forfeiture of shares of Class B Common Stock, together with an equivalent number of OpCo Units (which were received as earnout consideration and were subject to forfeiture if certain trading price thresholds were not met), pursuant to an agreement with the Issuer whereby the Reporting Person agreed to forfeit (and thus surrender for cancellation) 60% of the earnout equity and the Issuer agreed to remove the forfeiture conditions from the remaining 40% of the earnout equity. F4 · price: Forfeiture of shares of Class B Common Stock, together with an equivalent number of OpCo Units (which were received as earnout consideration and were subject to forfeiture if certain trading price thresholds were not met), pursuant to an agreement with the Issuer whereby the Reporting Person agreed to forfeit (and thus surrender for cancellation) 60% of the earnout equity and the Issuer agreed to remove the forfeiture conditions from the remaining 40% of the earnout equity. F7 · derivative.expiration_date: OpCo Units are exchangeable (upon delivery of an equivalent number of shares of Class B Common Stock (as reported in Table I hereof )) for either cash or shares of Class A Common Stock on a one-for-one basis at the Issuer's election. F4 · derivative.underlying_shares: Forfeiture of shares of Class B Common Stock, together with an equivalent number of OpCo Units (which were received as earnout consideration and were subject to forfeiture if certain trading price thresholds were not met), pursuant to an agreement with the Issuer whereby the Reporting Person agreed to forfeit (and thus surrender for cancellation) 60% of the earnout equity and the Issuer agreed to remove the forfeiture conditions from the remaining 40% of the earnout equity. F8 · ownership.nature: Technology Crossover Management VIII, Ltd. ("Management VIII") is the sole general partner of Technology Crossover Management VIII, L.P. ("TCM VIII") and of TCV VIII (A), L.P. ("TCV VIII (A)"). TCM VIII, is the sole general partner of TCV VIII, L.P. ("TCV VIII"), which in turn is the sole general partner of TCV VIII VT Master GP, LLC ("Master GP"), which in turn is the sole general partner of TCV VIII VT Master, L.P. ("TCV Master Fund"). F9 · ownership.nature: Christopher Marshall is a director of the Issuer, a Class A Member of Management VIII and a limited partner of TCM VIII. Mr. Marshall, Management VIII, TCM VIII, TCV VIII and Master GP may be deemed to beneficially own the securities held by TCV VIII (A) and TCV Master Fund, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. Read SEC document
September 28, 2023 Filed Oct 2, 2023 17:01 UTC	Nerdy Inc. NRDY · Entity 5208	GrantNerdy LLC Units · Derivative	124,138	Not disclosed	Not disclosed	Disclosure SEC source: 0001104659-23-105953 · tm2327291-1_4seq1.xml · derivative · entry 7 Technology Crossover Management VIII, Ltd. · CIK 0001626282 · Director · 10% owner TCV VIII VT MASTER, L.P. · CIK 0001885447 · Director · 10% owner TCV VIII, L.P. · CIK 0001566336 · Director · 10% owner TCV VIII VT MASTER GP, LLC · CIK 0001885561 · Director · 10% owner Technology Crossover Manangement VIII, L.P. · CIK 0001626281 · Director · 10% owner Marshall Christopher P · CIK 0001440008 · Director · 10% owner TCV VIII (A), L.P. · CIK 0001566338 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By TCV VIII VT Master, L.P. Disclosed balance after: 17,124,053 Underlying: Class A Common Stock · 124,138 shares Expires not disclosed F7 · derivative.exercise_price: OpCo Units are exchangeable (upon delivery of an equivalent number of shares of Class B Common Stock (as reported in Table I hereof )) for either cash or shares of Class A Common Stock on a one-for-one basis at the Issuer's election. F3 · kind: Mandatory exchange, at the Issuer's option, of each warrant (the "OpCo Warrants") to purchase units of Nerdy LLC ("OpCo Units") for 0.25 shares of Class B Common Stock, together with an equivalent number of OpCo Units. Shares of Class B Common Stock confer no economic rights on the holders thereof but entitle holders to one vote per share on all matters to be voted on by holders of the Class A Common Stock. Upon exchange of OpCo Units reported in Table II hereof for Class A Common Stock or cash, an equal number of shares of Class B Common Stock will be delivered to the Issuer and cancelled for no consideration. F3 · price: Mandatory exchange, at the Issuer's option, of each warrant (the "OpCo Warrants") to purchase units of Nerdy LLC ("OpCo Units") for 0.25 shares of Class B Common Stock, together with an equivalent number of OpCo Units. Shares of Class B Common Stock confer no economic rights on the holders thereof but entitle holders to one vote per share on all matters to be voted on by holders of the Class A Common Stock. Upon exchange of OpCo Units reported in Table II hereof for Class A Common Stock or cash, an equal number of shares of Class B Common Stock will be delivered to the Issuer and cancelled for no consideration. F7 · derivative.expiration_date: OpCo Units are exchangeable (upon delivery of an equivalent number of shares of Class B Common Stock (as reported in Table I hereof )) for either cash or shares of Class A Common Stock on a one-for-one basis at the Issuer's election. F8 · ownership.nature: Technology Crossover Management VIII, Ltd. ("Management VIII") is the sole general partner of Technology Crossover Management VIII, L.P. ("TCM VIII") and of TCV VIII (A), L.P. ("TCV VIII (A)"). TCM VIII, is the sole general partner of TCV VIII, L.P. ("TCV VIII"), which in turn is the sole general partner of TCV VIII VT Master GP, LLC ("Master GP"), which in turn is the sole general partner of TCV VIII VT Master, L.P. ("TCV Master Fund"). F9 · ownership.nature: Christopher Marshall is a director of the Issuer, a Class A Member of Management VIII and a limited partner of TCM VIII. Mr. Marshall, Management VIII, TCM VIII, TCV VIII and Master GP may be deemed to beneficially own the securities held by TCV VIII (A) and TCV Master Fund, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. Read SEC document
September 28, 2023 Filed Oct 2, 2023 17:01 UTC	Nerdy Inc. NRDY · Entity 5208	Disposition to issuerNerdy LLC Warrant (right to buy) · Derivative	496,554	Not disclosed Strike: $11.50	Not disclosed	Disclosure SEC source: 0001104659-23-105953 · tm2327291-1_4seq1.xml · derivative · entry 6 Technology Crossover Management VIII, Ltd. · CIK 0001626282 · Director · 10% owner TCV VIII VT MASTER, L.P. · CIK 0001885447 · Director · 10% owner TCV VIII, L.P. · CIK 0001566336 · Director · 10% owner TCV VIII VT MASTER GP, LLC · CIK 0001885561 · Director · 10% owner Technology Crossover Manangement VIII, L.P. · CIK 0001626281 · Director · 10% owner Marshall Christopher P · CIK 0001440008 · Director · 10% owner TCV VIII (A), L.P. · CIK 0001566338 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By TCV VIII VT Master, L.P. Disclosed balance after: 0 Underlying: Nerdy LLC Units · Not disclosed shares Expires not disclosed F3 · kind: Mandatory exchange, at the Issuer's option, of each warrant (the "OpCo Warrants") to purchase units of Nerdy LLC ("OpCo Units") for 0.25 shares of Class B Common Stock, together with an equivalent number of OpCo Units. Shares of Class B Common Stock confer no economic rights on the holders thereof but entitle holders to one vote per share on all matters to be voted on by holders of the Class A Common Stock. Upon exchange of OpCo Units reported in Table II hereof for Class A Common Stock or cash, an equal number of shares of Class B Common Stock will be delivered to the Issuer and cancelled for no consideration. F3 · price: Mandatory exchange, at the Issuer's option, of each warrant (the "OpCo Warrants") to purchase units of Nerdy LLC ("OpCo Units") for 0.25 shares of Class B Common Stock, together with an equivalent number of OpCo Units. Shares of Class B Common Stock confer no economic rights on the holders thereof but entitle holders to one vote per share on all matters to be voted on by holders of the Class A Common Stock. Upon exchange of OpCo Units reported in Table II hereof for Class A Common Stock or cash, an equal number of shares of Class B Common Stock will be delivered to the Issuer and cancelled for no consideration. F6 · derivative.expiration_date: OpCo Warrants were exercisable for OpCo Units and an equivalent number of shares of Class B Common Stock from the date of issuance. The OpCo Warrants had no expiration date. F3 · derivative.underlying_shares: Mandatory exchange, at the Issuer's option, of each warrant (the "OpCo Warrants") to purchase units of Nerdy LLC ("OpCo Units") for 0.25 shares of Class B Common Stock, together with an equivalent number of OpCo Units. Shares of Class B Common Stock confer no economic rights on the holders thereof but entitle holders to one vote per share on all matters to be voted on by holders of the Class A Common Stock. Upon exchange of OpCo Units reported in Table II hereof for Class A Common Stock or cash, an equal number of shares of Class B Common Stock will be delivered to the Issuer and cancelled for no consideration. F8 · ownership.nature: Technology Crossover Management VIII, Ltd. ("Management VIII") is the sole general partner of Technology Crossover Management VIII, L.P. ("TCM VIII") and of TCV VIII (A), L.P. ("TCV VIII (A)"). TCM VIII, is the sole general partner of TCV VIII, L.P. ("TCV VIII"), which in turn is the sole general partner of TCV VIII VT Master GP, LLC ("Master GP"), which in turn is the sole general partner of TCV VIII VT Master, L.P. ("TCV Master Fund"). F9 · ownership.nature: Christopher Marshall is a director of the Issuer, a Class A Member of Management VIII and a limited partner of TCM VIII. Mr. Marshall, Management VIII, TCM VIII, TCV VIII and Master GP may be deemed to beneficially own the securities held by TCV VIII (A) and TCV Master Fund, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. Read SEC document
September 28, 2023 Filed Oct 2, 2023 17:01 UTC	Nerdy Inc. NRDY · Entity 5208	Disposition to issuerWarrant (right to buy) · Derivative	117,890	Not disclosed Strike: $11.50	Not disclosed	Disclosure SEC source: 0001104659-23-105953 · tm2327291-1_4seq1.xml · derivative · entry 5 Technology Crossover Management VIII, Ltd. · CIK 0001626282 · Director · 10% owner TCV VIII VT MASTER, L.P. · CIK 0001885447 · Director · 10% owner TCV VIII, L.P. · CIK 0001566336 · Director · 10% owner TCV VIII VT MASTER GP, LLC · CIK 0001885561 · Director · 10% owner Technology Crossover Manangement VIII, L.P. · CIK 0001626281 · Director · 10% owner Marshall Christopher P · CIK 0001440008 · Director · 10% owner TCV VIII (A), L.P. · CIK 0001566338 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By TCV VIII (A), L.P. Disclosed balance after: 0 Underlying: Class A Common Stock · Not disclosed shares Expires not disclosed F1 · kind: Mandatory exchange, at the Issuer's option, of each warrant to purchase Class A Common Stock for 0.25 shares of Class A Common Stock. F1 · price: Mandatory exchange, at the Issuer's option, of each warrant to purchase Class A Common Stock for 0.25 shares of Class A Common Stock. F5 · derivative.expiration_date: Warrants to purchase Class A Common Stock were exercisable for Class A Common Stock from the date of issuance. The Class A Warrants had no expiration date. F1 · derivative.underlying_shares: Mandatory exchange, at the Issuer's option, of each warrant to purchase Class A Common Stock for 0.25 shares of Class A Common Stock. F8 · ownership.nature: Technology Crossover Management VIII, Ltd. ("Management VIII") is the sole general partner of Technology Crossover Management VIII, L.P. ("TCM VIII") and of TCV VIII (A), L.P. ("TCV VIII (A)"). TCM VIII, is the sole general partner of TCV VIII, L.P. ("TCV VIII"), which in turn is the sole general partner of TCV VIII VT Master GP, LLC ("Master GP"), which in turn is the sole general partner of TCV VIII VT Master, L.P. ("TCV Master Fund"). F9 · ownership.nature: Christopher Marshall is a director of the Issuer, a Class A Member of Management VIII and a limited partner of TCM VIII. Mr. Marshall, Management VIII, TCM VIII, TCV VIII and Master GP may be deemed to beneficially own the securities held by TCV VIII (A) and TCV Master Fund, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. Read SEC document
September 28, 2023 Filed Oct 2, 2023 17:01 UTC	Nerdy Inc. NRDY · Entity 5208	Disposition to issuerClass B Common Stock	487,526	Not disclosed	Not disclosed	Disclosure SEC source: 0001104659-23-105953 · tm2327291-1_4seq1.xml · nonDerivative · entry 4 Technology Crossover Management VIII, Ltd. · CIK 0001626282 · Director · 10% owner TCV VIII VT MASTER, L.P. · CIK 0001885447 · Director · 10% owner TCV VIII, L.P. · CIK 0001566336 · Director · 10% owner TCV VIII VT MASTER GP, LLC · CIK 0001885561 · Director · 10% owner Technology Crossover Manangement VIII, L.P. · CIK 0001626281 · Director · 10% owner Marshall Christopher P · CIK 0001440008 · Director · 10% owner TCV VIII (A), L.P. · CIK 0001566338 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By TCV VIII VT Master, L.P. Disclosed balance after: 16,636,527 F4 · kind: Forfeiture of shares of Class B Common Stock, together with an equivalent number of OpCo Units (which were received as earnout consideration and were subject to forfeiture if certain trading price thresholds were not met), pursuant to an agreement with the Issuer whereby the Reporting Person agreed to forfeit (and thus surrender for cancellation) 60% of the earnout equity and the Issuer agreed to remove the forfeiture conditions from the remaining 40% of the earnout equity. F4 · price: Forfeiture of shares of Class B Common Stock, together with an equivalent number of OpCo Units (which were received as earnout consideration and were subject to forfeiture if certain trading price thresholds were not met), pursuant to an agreement with the Issuer whereby the Reporting Person agreed to forfeit (and thus surrender for cancellation) 60% of the earnout equity and the Issuer agreed to remove the forfeiture conditions from the remaining 40% of the earnout equity. F8 · ownership.nature: Technology Crossover Management VIII, Ltd. ("Management VIII") is the sole general partner of Technology Crossover Management VIII, L.P. ("TCM VIII") and of TCV VIII (A), L.P. ("TCV VIII (A)"). TCM VIII, is the sole general partner of TCV VIII, L.P. ("TCV VIII"), which in turn is the sole general partner of TCV VIII VT Master GP, LLC ("Master GP"), which in turn is the sole general partner of TCV VIII VT Master, L.P. ("TCV Master Fund"). F9 · ownership.nature: Christopher Marshall is a director of the Issuer, a Class A Member of Management VIII and a limited partner of TCM VIII. Mr. Marshall, Management VIII, TCM VIII, TCV VIII and Master GP may be deemed to beneficially own the securities held by TCV VIII (A) and TCV Master Fund, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. Read SEC document
September 28, 2023 Filed Oct 2, 2023 17:01 UTC	Nerdy Inc. NRDY · Entity 5208	GrantClass B Common Stock	124,138	Not disclosed	Not disclosed	Disclosure SEC source: 0001104659-23-105953 · tm2327291-1_4seq1.xml · nonDerivative · entry 3 Technology Crossover Management VIII, Ltd. · CIK 0001626282 · Director · 10% owner TCV VIII VT MASTER, L.P. · CIK 0001885447 · Director · 10% owner TCV VIII, L.P. · CIK 0001566336 · Director · 10% owner TCV VIII VT MASTER GP, LLC · CIK 0001885561 · Director · 10% owner Technology Crossover Manangement VIII, L.P. · CIK 0001626281 · Director · 10% owner Marshall Christopher P · CIK 0001440008 · Director · 10% owner TCV VIII (A), L.P. · CIK 0001566338 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By TCV VIII VT Master, L.P. Disclosed balance after: 17,124,053 F3 · kind: Mandatory exchange, at the Issuer's option, of each warrant (the "OpCo Warrants") to purchase units of Nerdy LLC ("OpCo Units") for 0.25 shares of Class B Common Stock, together with an equivalent number of OpCo Units. Shares of Class B Common Stock confer no economic rights on the holders thereof but entitle holders to one vote per share on all matters to be voted on by holders of the Class A Common Stock. Upon exchange of OpCo Units reported in Table II hereof for Class A Common Stock or cash, an equal number of shares of Class B Common Stock will be delivered to the Issuer and cancelled for no consideration. F3 · price: Mandatory exchange, at the Issuer's option, of each warrant (the "OpCo Warrants") to purchase units of Nerdy LLC ("OpCo Units") for 0.25 shares of Class B Common Stock, together with an equivalent number of OpCo Units. Shares of Class B Common Stock confer no economic rights on the holders thereof but entitle holders to one vote per share on all matters to be voted on by holders of the Class A Common Stock. Upon exchange of OpCo Units reported in Table II hereof for Class A Common Stock or cash, an equal number of shares of Class B Common Stock will be delivered to the Issuer and cancelled for no consideration. F8 · ownership.nature: Technology Crossover Management VIII, Ltd. ("Management VIII") is the sole general partner of Technology Crossover Management VIII, L.P. ("TCM VIII") and of TCV VIII (A), L.P. ("TCV VIII (A)"). TCM VIII, is the sole general partner of TCV VIII, L.P. ("TCV VIII"), which in turn is the sole general partner of TCV VIII VT Master GP, LLC ("Master GP"), which in turn is the sole general partner of TCV VIII VT Master, L.P. ("TCV Master Fund"). F9 · ownership.nature: Christopher Marshall is a director of the Issuer, a Class A Member of Management VIII and a limited partner of TCM VIII. Mr. Marshall, Management VIII, TCM VIII, TCV VIII and Master GP may be deemed to beneficially own the securities held by TCV VIII (A) and TCV Master Fund, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. Read SEC document
September 28, 2023 Filed Oct 2, 2023 17:01 UTC	Nerdy Inc. NRDY · Entity 5208	Disposition to issuerClass A Common Stock	115,747	Not disclosed	Not disclosed	Disclosure SEC source: 0001104659-23-105953 · tm2327291-1_4seq1.xml · nonDerivative · entry 2 Technology Crossover Management VIII, Ltd. · CIK 0001626282 · Director · 10% owner TCV VIII VT MASTER, L.P. · CIK 0001885447 · Director · 10% owner TCV VIII, L.P. · CIK 0001566336 · Director · 10% owner TCV VIII VT MASTER GP, LLC · CIK 0001885561 · Director · 10% owner Technology Crossover Manangement VIII, L.P. · CIK 0001626281 · Director · 10% owner Marshall Christopher P · CIK 0001440008 · Director · 10% owner TCV VIII (A), L.P. · CIK 0001566338 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By TCV VIII (A), L.P. Disclosed balance after: 3,949,791 F2 · kind: Forfeiture of shares of Class A Common Stock (which were received as earnout consideration and were subject to forfeiture if certain trading price thresholds were not met) pursuant to an agreement with the Issuer whereby the Reporting Person agreed to forfeit (and thus surrender for cancellation) 60% of the earnout shares and the Issuer agreed to remove the forfeiture conditions from the remaining 40% of the earnout shares. F2 · price: Forfeiture of shares of Class A Common Stock (which were received as earnout consideration and were subject to forfeiture if certain trading price thresholds were not met) pursuant to an agreement with the Issuer whereby the Reporting Person agreed to forfeit (and thus surrender for cancellation) 60% of the earnout shares and the Issuer agreed to remove the forfeiture conditions from the remaining 40% of the earnout shares. F8 · ownership.nature: Technology Crossover Management VIII, Ltd. ("Management VIII") is the sole general partner of Technology Crossover Management VIII, L.P. ("TCM VIII") and of TCV VIII (A), L.P. ("TCV VIII (A)"). TCM VIII, is the sole general partner of TCV VIII, L.P. ("TCV VIII"), which in turn is the sole general partner of TCV VIII VT Master GP, LLC ("Master GP"), which in turn is the sole general partner of TCV VIII VT Master, L.P. ("TCV Master Fund"). F9 · ownership.nature: Christopher Marshall is a director of the Issuer, a Class A Member of Management VIII and a limited partner of TCM VIII. Mr. Marshall, Management VIII, TCM VIII, TCV VIII and Master GP may be deemed to beneficially own the securities held by TCV VIII (A) and TCV Master Fund, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. Read SEC document
September 28, 2023 Filed Oct 2, 2023 17:01 UTC	Nerdy Inc. NRDY · Entity 5208	GrantClass A Common Stock	29,472	Not disclosed	Not disclosed	Disclosure SEC source: 0001104659-23-105953 · tm2327291-1_4seq1.xml · nonDerivative · entry 1 Technology Crossover Management VIII, Ltd. · CIK 0001626282 · Director · 10% owner TCV VIII VT MASTER, L.P. · CIK 0001885447 · Director · 10% owner TCV VIII, L.P. · CIK 0001566336 · Director · 10% owner TCV VIII VT MASTER GP, LLC · CIK 0001885561 · Director · 10% owner Technology Crossover Manangement VIII, L.P. · CIK 0001626281 · Director · 10% owner Marshall Christopher P · CIK 0001440008 · Director · 10% owner TCV VIII (A), L.P. · CIK 0001566338 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By TCV VIII (A), L.P. Disclosed balance after: 4,065,538 F1 · kind: Mandatory exchange, at the Issuer's option, of each warrant to purchase Class A Common Stock for 0.25 shares of Class A Common Stock. F1 · price: Mandatory exchange, at the Issuer's option, of each warrant to purchase Class A Common Stock for 0.25 shares of Class A Common Stock. F8 · ownership.nature: Technology Crossover Management VIII, Ltd. ("Management VIII") is the sole general partner of Technology Crossover Management VIII, L.P. ("TCM VIII") and of TCV VIII (A), L.P. ("TCV VIII (A)"). TCM VIII, is the sole general partner of TCV VIII, L.P. ("TCV VIII"), which in turn is the sole general partner of TCV VIII VT Master GP, LLC ("Master GP"), which in turn is the sole general partner of TCV VIII VT Master, L.P. ("TCV Master Fund"). F9 · ownership.nature: Christopher Marshall is a director of the Issuer, a Class A Member of Management VIII and a limited partner of TCM VIII. Mr. Marshall, Management VIII, TCM VIII, TCV VIII and Master GP may be deemed to beneficially own the securities held by TCV VIII (A) and TCV Master Fund, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. Read SEC document

Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.