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^*

TPG Pace Tech Opportunities Sponsor, Series LLC

(Last)

(First)

(Middle)

C/O TPG GLOBAL, LLC

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/20/2021

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 Common Stock	09/20/2021		A		11,090,000	A	$0	11,090,000	I	See Explanation of Responses⁽¹⁾⁽³⁾⁽²⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Class A Common Stock	09/20/2021		D		2,000,000	D	$0	9,090,000	I	See Explanation of Responses⁽³⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Class A Common Stock	09/20/2021		A		3,750,000	A	$0	12,840,000	I	See Explanation of Responses⁽³⁾⁽⁴⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Class A Common Stock	09/20/2021		D		1,116,750	D	$0	11,723,250	I	See Explanation of Responses⁽³⁾⁽⁵⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Class A Common Stock	09/20/2021		A		1,500,000	A	⁽⁶⁾	13,223,250	I	See Explanation of Responses⁽⁶⁾⁽⁷⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾
Class A Common Stock	09/20/2021		A		110,000	A	⁽⁸⁾	13,333,250	I	See Explanation of Responses⁽⁸⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾
Class A Common Stock	09/20/2021		A		120,000	A	⁽⁹⁾	13,343,250	I	See Explanation of Responses⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾

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)
Class F Common Stock	⁽²⁾	09/20/2021		D			11,090,000	⁽²⁾	⁽²⁾	Class A Common Stock	11,090,000	⁽²⁾	0	I	See Explanation of Responses⁽¹⁾⁽²⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Warrants (right to buy)	$11.5	09/20/2021		D			2,444,444	09/20/2021	09/20/2026	Class A Common Stock	2,444,444	⁽³⁾	4,888,889	I	See Explanation of Responses⁽¹⁾⁽³⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾
Warrants (right to buy)	$11.5	09/20/2021		A		300,000		09/20/2021	09/20/2026	Class A Common Stock	300,000	⁽⁶⁾	5,188,889	I	See Explanation of Responses⁽⁶⁾⁽⁷⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾
Warrants (right to buy)	$11.5	09/20/2021		A		200,000		09/20/2021	09/20/2026	Class A Common Stock	200,000	⁽⁷⁾	5,388,889	I	See Explanation of Responses⁽⁷⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾
Warrants (right to buy)	$11.5	09/20/2021		A		20,000		09/20/2021	09/20/2026	Class A Common Stock	20,000	⁽⁸⁾	5,408,889	I	See Explanation of Responses⁽⁸⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾
Warrants (right to buy)	$11.5	09/20/2021		A		24,000		09/20/2021	09/20/2026	Class A Common Stock	24,000	⁽⁹⁾	5,412,889	I	See Explanation of Responses⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾

1. Name and Address of Reporting Person^*

TPG Pace Tech Opportunities Sponsor, Series LLC

(Last)

(First)

(Middle)

C/O TPG GLOBAL, LLC

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BONDERMAN DAVID

(Last)

(First)

(Middle)

C/O TPG GLOBAL, LLC

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

COULTER JAMES G

(Last)

(First)

(Middle)

C/O TPG GLOBAL, LLC

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Peterson Karl Mr.

(Last)

(First)

(Middle)

C/O TPG GLOBAL, LLC

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

Explanation of Responses:

1. On September 20, 2021, TPG Pace Tech Opportunities Corp. (renamed Nerdy Inc., the "Issuer") domesticated as a Delaware corporation whereupon each Class F Ordinary Share, par value $0.0001 per share (a "Class F Ordinary Share"), of the Issuer became one share of Class F Common Stock, par value $0.0001 per share ("Class F Common Stock"), of the Issuer, and (ii) each warrant ("Warrant") exercisable for one Class A Ordinary Share, par value $0.0001 per share, of the Issuer entitled the holder to acquire a corresponding number of shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Issuer.

2. On September 20, 2021 in connection with the transactions contemplated by the Business Combination Agreement, as amended, among the Issuer and the other parties thereto (the "Business Combination"), the shares of Class F Common Stock held by TPG Pace Tech Opportunities Sponsor, LLC ("TPG Pace Tech Opportunities Sponsor") following the domestication described above were exchanged for an equal number of shares of Class A Common Stock. Pursuant to the Issuer's Certificate of Incorporation (the "Certificate of Incorporation") (and previously the Issuer's Amended & Restated Memorandum and Articles of Association), the shares of Class F Common Stock had been automatically convertible into shares of Class A Common Stock (previously Class A Ordinary Shares) of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment.

3. On September 20, 2021 in connection with the Business Combination, TPG Pace Tech Opportunities Sponsor surrendered to the Issuer for cancellation at no cost (i) 2,000,000 shares of Class A Common Stock and (ii) 2,444,444 Warrants. In addition, 4,000,000 of the shares of Class A Common Stock held by TPG Pace Tech Sponsor remain subject to forfeiture if certain stock price thresholds are not achieved within a period of five years from September 20, 2021.

4. On September 20, 2021 in connection with the Business Combination and pursuant to a conversion adjustment set forth in the Certificate of Incorporation, the Issuer issued to TPG Pace Tech Opportunities Sponsor 3,750,000 shares of Class A Common Stock as a result of the issuance of shares of Class A Common Stock under certain forward purchase agreements.

5. On September 20, 2021 in connection with the Business Combination, TPG Pace Tech Opportunities Sponsor surrendered to the Issuer for cancellation at no cost 1,116,750 shares of Class A Common Stock as a result of issuances by the Issuer of additional shares of Class A Common Stock pursuant to certain forward purchase agreements.

6. On September 20, 2021 in connection with the Business Combination, the Issuer issued to (i) TPG Public Equity Partners, LP 74,470 shares of Class A Common Stock and 14,895 Warrants, (ii) TPG Public Equity Partners Master Fund, L.P. 842,355 shares of Class A Common Stock and 168,470 Warrants and (iii) TPG Public Equity Partners Long Opportunities Master Fund, L.P. 583,175 shares of Class A Common Stock and 116,635 Warrants. The general partner of each of TPG Public Equity Partners, LP, TPG Public Equity Partners Master Fund, L.P. and TPG Public Equity Partners Long Opportunities Master Fund, L.P. is TPG PEP GenPar Governance, LP, whose general partner is TPG GenPar Advisors, LP, whose general partner is TPG Holdings III, L.P.

7. On September 20, 2021 in connection with the Business Combination, the Issuer issued to TPG Holdings III, L.P. 200,000 Warrants. The general partner of TPG Holdings III, L.P. is TPG Holdings III-A, L.P., whose general partner is TPG Holdings III-A, Inc., whose sole shareholder is TPG Group Holdings (SBS), L.P., whose general partner is TPG Group Holdings (SBS) Advisors, LLC, whose sole member is TPG Group Holdings (SBS) Advisors, Inc., whose sole shareholders are David Bonderman and James G. Coulter.

8. On September 20, 2021 in connection with the Business Combination, the Issuer issued to a vehicle controlled by James G. Coulter 110,000 shares of Class A Common Stock and 20,000 Warrants at a purchase price of $9.09 per share.

9. On September 20, 2021 in connection with the Business Combination, the Issuer issued to Karl Peterson 120,000 shares of Class A Common Stock and 24,000 Warrants at a purchase price of $10.00 per share.

10. The managing member of TPG Pace Tech Opportunities Sponsor is TPG Pace Governance, LLC, which is controlled by a committee whose members are David Bonderman, James G. Coulter and Karl Peterson (together with TPG Pace Tech Opportunities Sponsor, the "Reporting Persons").

11. Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the relevant TPG vehicle. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

12. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:

(13) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (14) Gerald Neugebauer is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated February 26, 2020, which were previously filed with the Securities and Exchange Commission (the "Commission"). (15) Michael LaGatta is signing on behalf of Mr. Peterson pursuant to an authorization and designation letter dated March 30, 2020, which was previously filed with the Commission.

	/s/ Michael LaGatta, Vice President, TPG Pace Tech Opportunities Sponsor, Series LLC (13)	09/22/2021
	/s/ Gerald Neugebauer, on behalf of David Bonderman (13) (14)	09/22/2021
	/s/ Gerald Neugebauer, on behalf of James G. Coulter (13) (14)	09/22/2021
	/s/ Michael LaGatta, on behalf of Karl Peterson (13) (15)	09/22/2021
	** 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).
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SEC Form 4: Tpg Pace Tech Opportunities Sponsor, Series Llc was granted 16,570,000 units of Class A Common Stock and returned 3,116,750 units of Class A Common Stock to the company

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