UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 3)*
Under the Securities Exchange Act of 1934
Nerdy Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001
(Titles of Class of Securities)
64081V109
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 64081V109 | 13G | ||||
| 1 |
NAME OF REPORTING PERSON
TPG GP A, LLC | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
| ||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER - 0 - | |||
| 6 | SHARED VOTING POWER 10,545,472 | ||||
| 7 |
SOLE DISPOSITIVE POWER
- 0 - | ||||
| 8 | SHARED DISPOSITIVE POWER 10,545,472 | ||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.10% (1) | ||||
| 12 |
TYPE OF REPORTING PERSON*
| ||||
(1) The calculation is based on a total of 104,414,994 Class A Shares (as defined below) outstanding as of October 31, 2023, as reported on the Quarterly Report on Form 10-Q filed by the Issuer (as defined below) with the Securities and Exchange Commission (the “Commission”) on November 7, 2023.
2
| CUSIP No. 64081V109 | 13G | ||||
| 1 |
NAME OF REPORTING PERSON
David Bonderman | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
| ||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER - 0 - | |||
| 6 | SHARED VOTING POWER 10,595,472 | ||||
| 7 |
SOLE DISPOSITIVE POWER
- 0 - | ||||
| 8 | SHARED DISPOSITIVE POWER 10,595,472 | ||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.15% (2) | ||||
| 12 |
TYPE OF REPORTING PERSON*
| ||||
(2) The calculation is based on a total of 104,414,994 Class A Shares outstanding as of October 31, 2023, as reported on the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 7, 2023.
3
| CUSIP No. 64081V109 | 13G | ||||
| 1 |
NAME OF REPORTING PERSON
James G. Coulter | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
| ||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER - 0 - | |||
| 6 | SHARED VOTING POWER 10,710,472 | ||||
| 7 |
SOLE DISPOSITIVE POWER
- 0 - | ||||
| 8 | SHARED DISPOSITIVE POWER 10,710,472 | ||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.26% (3) | ||||
| 12 |
TYPE OF REPORTING PERSON*
| ||||
(3) The calculation is based on a total of 104,414,994 Class A Shares outstanding as of October 31, 2023, as reported on the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 7, 2023.
4
| CUSIP No. 64081V109 | 13G | ||||
| 1 |
NAME OF REPORTING PERSON
Jon Winkelried | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
| ||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER - 0 - | |||
| 6 | SHARED VOTING POWER 10,710,472 | ||||
| 7 |
SOLE DISPOSITIVE POWER
- 0 - | ||||
| 8 | SHARED DISPOSITIVE POWER 10,710,472 | ||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.26% (4) | ||||
| 12 |
TYPE OF REPORTING PERSON*
| ||||
(4) The calculation is based on a total of 104,414,994 Class A Shares outstanding as of October 31, 2023, as reported on the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 7, 2023.
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| Item 1(a). | Name of Issuer: |
Nerdy Inc. (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
101 S. Hanley Rd., Suite 300
St. Louis, Missouri 63105
| Item 2(a). | Name of Person Filing: |
This Amendment No. 3 to Schedule 13G is being filed jointly by TPG GP A, LLC, a Delaware limited liability company (“TPG GP A”), David Bonderman, James G. Coulter and Jon Winkelried (each, a “Reporting Person” and, together, the “Reporting Persons”), pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Act.
TPG GP A is the managing member of each of (i) TPG Group Holdings (SBS) Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, and (ii) Alabama Investments (Parallel) GP, LLC, a Delaware limited liability company, which is the general partner of each of (a) Alabama Investments (Parallel), LP, a Delaware limited partnership, (b) Alabama Investments (Parallel) Founder A, LP, a Delaware limited partnership, and (c) Alabama Investments (Parallel) Founder G, LP, a Delaware limited partnership, which, collectively with TPG Group Holdings (SBS), L.P., Alabama Investments (Parallel), LP and Alabama Investments (Parallel) Founder A, LP, holds 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., a Delaware corporation, which is the sole member of TPG GPCo, LLC, a Delaware limited liability company, which is the sole member of TPG Holdings II-A, LLC, a Delaware limited liability company, which is the general partner of TPG Operating Group II, L.P., a Delaware limited partnership, which is the sole shareholder of TPG Holdings III-A, LLC, a Cayman limited liability company, which is the general partner of TPG Holdings III-A, L.P., a Cayman limited partnership, which is the general partner of TPG Operating Group III, L.P., a Delaware limited partnership, which is the sole member of TPG Pace Governance, LLC, a Cayman limited liability company, which is the sole member of TPG Pace Tech Opportunities Sponsor, Series LLC, a Delaware limited liability company (“TPG Pace Tech Opportunities Sponsor”), which directly holds 10,545,472 Class A Shares.
Tarrant Remain Co III, L.P., a Delaware limited partnership (“RemainCo”), directly holds 50,000 Class A Shares.
Excluding Class A Shares directly held by TPG Pace Tech Opportunities Sponsor and RemainCo, (i) Mr. Coulter holds directly or indirectly 115,000 Class A Shares and (ii) Mr. Winkelried holds directly or indirectly 115,000 Class A Shares.
Because of the relationship of TPG GP A to TPG Pace Tech Opportunities Sponsor, TPG GP A may be deemed to be the beneficial owner of the Class A Shares held by TPG Pace Tech Opportunities Sponsor. TPG GP A is owned by entities owned by Messrs. Bonderman, Coulter and Winkelried. Because of the relationship of Messrs. Bonderman, Coulter and Winkelried to TPG GP A, each of Messrs. Bonderman, Coulter and Winkelried may be deemed to be the beneficial owner of the Class A Shares held by TPG Pace Tech Opportunities Sponsor. RemainCo is indirectly controlled in part by Messrs. Bonderman, Coulter and Winkelried. Because of the relationship of Messrs. Bonderman, Coulter and Winkelried to RemainCo, each of Messrs. Bonderman, Coulter and Winkelried may be deemed to be the beneficial owner of the Class A Shares held by RemainCo. Messrs. Bonderman, Coulter and Winkelried disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.
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| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
The principal business address of each of the Reporting Persons is as follows:
c/o TPG Inc.
301 Commerce Street, Suite 3300
Fort Worth, Texas 76102
| Item 2(c). | Citizenship: |
See response to Item 4 of each of the cover pages.
| Item 2(d). | Titles of Classes of Securities: |
Class A Ordinary Shares, par value $0.0001 (“Class A Shares”)
| Item 2(e). | CUSIP Number: |
64081V109
| Item 3. |
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n): |
| (a) | ☐ Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o). | |
| (b) | ☐ Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). |
| (c) | ☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). |
| (d) | ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| (e) | ☐ Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
| (f) | ☐ Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
| (g) | ☐ Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
| (h) | ☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813). |
| (i) | ☐ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3). | |
| (j) | ☐ Non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J). | |
| (k) | ☐ Group in accordance with §240.13d-1(b)(1)(ii)(K). | |
| If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________ | ||
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| Item 4. | Ownership | ||
| (a) | Amount Beneficially Owned: | ||
| See responses to Item 9 on each cover page. | |||
| (b) | Percent of Class: | ||
| See responses to Item 11 on each cover page. | |||
| (c) | Number of shares as to which such person has: | ||
| (i) |
Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page. | ||
| (ii) |
Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page. | ||
| (iii) |
Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page. | ||
| (iv) |
Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page. | ||
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
|
See response to Item 2(a) above.
| Item 8. | Identification and Classification of Members of the Group. |
TPG Pace Tech Opportunities Sponsor entered into a Stockholder Agreement, dated as of January 28, 2021 (the “Stockholder Agreement”), with certain other holders (the “Holders”) of shares of Common Stock. Pursuant to the Stockholder Agreement, TPG Pace Tech Opportunities Sponsor and the Holders have agreed to, among other things, vote their shares of Common Stock to elect members of the Board of Directors of the Issuer as set forth therein.
8
Because of the relationship between TPG Pace Tech Opportunities Sponsor and the Holders as a result of the Stockholder Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Act, to beneficially own the shares of Common Stock beneficially owned by TPG Pace Tech Opportunities Sponsor and the Holders and/or to constitute a “group” with the Holders. Each Reporting Person and TPG Pace Tech Opportunities Sponsor disclaims beneficial ownership of the shares of Common Stock beneficially owned by the Holders, except to the extent of its pecuniary interest therein, if any.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | Certification. |
Not Applicable.
9
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2024
TPG GP A, LLC |
||||
| By: | /s/ Bradford Berenson | |||
| Name: | Bradford Berenson | |||
| Title: | General Counsel | |||
| David Bonderman | ||||
| By: | /s/ Gerald Neugebauer | |||
| Name: | Gerald Neugebauer, on behalf of David Bonderman (5) | |||
| James G. Coulter | ||||
| By: | /s/ Gerald Neugebauer | |||
| Name: | Gerald Neugebauer, on behalf of James G. Coulter (6) | |||
| Jon Winkelried | ||||
| By: | /s/ Gerald Neugebauer | |||
| Name: | Gerald Neugebauer, on behalf of Jon Winkelried (7) | |||
(5) Gerald Neugebauer is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated January 10, 2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Bonderman on February 7, 2024 (SEC File No. 001-41617).
(6) Gerald Neugebauer is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated January 10, 2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Coulter on February 7, 2024 (SEC File No. 001-41617).
(7) Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to an authorization and designation letter dated January 10, 2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Winkelried on February 7, 2024 (SEC File No. 001-41617).
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Exhibit Index
| Exhibit 1 | Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.* |
* Incorporated herein by reference to the Agreement of Joint Filing by TPG Group Holdings (SBS) Advisors, Inc., TPG GP A, LLC, TPG Advisors VII, Inc., TPG Advisors VI, Inc., TPG Advisors VI-AIV, Inc., TPG Asia Advisors VI, Inc., David Bonderman, James G. Coulter, Jon Winkelried and Karl Peterson dated as of January 18, 2022, which was previously filed with the Commission as Exhibit 1 to Amendment No. 4 to Schedule 13D filed by TPG GP A, LLC, David Bonderman, James G. Coulter and Jon Winkelried on January 18, 2022 with respect to the shares of common stock of Allogene Therapeutics, Inc.
11