SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LIGHT STREET CAPITAL MANAGEMENT, LLC

(Last)

(First)

(Middle)

525 UNIVERSITY AVENUE

SUITE 300

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Nerdy Inc. [ NRDY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A ordinary shares, par value $0.0001 per share								8,536,937	I⁽¹⁾⁽⁴⁾	See footnotes⁽¹⁾⁽⁴⁾
Class A ordinary shares, par value $0.0001 per share	09/22/2021		P		58,057	A	$12.1953⁽⁵⁾	693,366	I⁽²⁾⁽⁴⁾	See footnotes⁽²⁾⁽⁴⁾
Class A ordinary shares, par value $0.0001 per share	09/22/2021		P		10,246	A	$12.1953⁽⁵⁾	131,139	I⁽³⁾⁽⁴⁾	See footnotes⁽³⁾⁽⁴⁾
Class A ordinary shares, par value $0.0001 per share	09/22/2021		P		23,445	A	$12.6818⁽⁶⁾	716,811	I⁽²⁾⁽⁴⁾	See footnotes⁽²⁾⁽⁴⁾
Class A ordinary shares, par value $0.0001 per share	09/22/2021		P		4,137	A	$12.6818⁽⁶⁾	135,276	I⁽³⁾⁽⁴⁾	See footnotes⁽³⁾⁽⁴⁾
Class A ordinary shares, par value $0.0001 per share	09/22/2021		P		3,498	A	$13.4497⁽⁷⁾	720,309	I⁽²⁾⁽⁴⁾	See footnotes⁽²⁾⁽⁴⁾
Class A ordinary shares, par value $0.0001 per share	09/22/2021		P		617	A	$13.4497⁽⁷⁾	135,893	I⁽³⁾⁽⁴⁾	See footnotes⁽³⁾⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

LIGHT STREET CAPITAL MANAGEMENT, LLC

(Last)

(First)

(Middle)

525 UNIVERSITY AVENUE

SUITE 300

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Light Street Mercury Master Fund, L.P.

(Last)

(First)

(Middle)

525 UNIVERSITY AVENUE, SUITE 300

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Kacher Glen Thomas

(Last)

(First)

(Middle)

525 UNIVERSITY AVENUE, SUITE 300

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Explanation of Responses:

1. 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").

2. These Shares are held directly for the account of Light Street Tungsten Master Fund, L.P. ("Tungsten"), and indirectly by LSCM and Mr. Kacher.

3. These Shares are held directly for the account of Light Street Halo, L.P. ("Halo"), and indirectly by LSCM and Mr. Kacher.

4. 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.

5. This price reflects the weighted average purchase price for open-market purchases of Shares made by the Reporting Persons on September 22, 2021 within a $1.00 range. The actual prices for these transactions range from $11.42 to $12.4, 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.

6. This price reflects the weighted average purchase price for open-market purchases of Shares made by the Reporting Persons on September 22, 2021 within a $1.00 range. The actual prices for these transactions range from $12.43 to $13.36, 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.

7. This price reflects the weighted average purchase price for open-market purchases of Shares made by the Reporting Persons on September 22, 2021 within a $1.00 range. The actual prices for these transactions range from $13.44 to $13.49, 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.

	Light Street Capital Management, LLC, By: /s/ Theo J. Robins, Chief Compliance Officer	09/24/2021
	/s/ Glen Thomas Kacher	09/24/2021
	Light Street Mercury Master Fund, L.P., By: /s/ Light Street Capital Management, LLC, By: /s/ Theo J. Robins, Chief Compliance Officer	09/24/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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SEC Form 4: Light Street Capital Management, Llc bought $1,238,110 worth of Class A ordinary shares (100,000 units at $12.38)