SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Pello Jason H.

(Last)

(First)

(Middle)

101 S. HANLEY ROAD, SUITE 300

(Street)

ST. LOUIS

63105

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/20/2021

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

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Earnout Shares	⁽²⁾	⁽²⁾	Class A Common Stock⁽¹⁾	2,039	⁽²⁾	D
Warrants to purchase Class A Common Stock	10/09/2021	09/20/2026	Class A Common Stock⁽¹⁾	1,246	11.5	D
Stock Appreciation Right	⁽³⁾	01/15/2030	Class A Common Stock⁽¹⁾	212,161	2.47	D
Stock Appreciation Right	⁽⁴⁾	06/11/2030	Class A Common Stock⁽¹⁾	71,913	1.99	D
Stock Appreciation Right	⁽⁵⁾	10/04/2030	Class A Common Stock⁽¹⁾	282,752	1.99	D

Explanation of Responses:

1. On September 20, 2021 (the "Effective Time"), the Issuer, formerly known as TPG Pace Tech Opportunities Corp., acquired Live Learning Technology LLC ("Nerdy") pursuant to a Business Combination Agreement by and among the Issuer, Nerdy and certain other parties thereto (the "Business Combination Agreement"). Pursuant to the Business Combination Agreement, at the Effective Time, the outstanding equity interests of Nerdy held by the reporting person were converted into the right to receive shares of the Issuer's Class A Common Stock.

2. The reporting person holds an aggregate of 2,039 shares of Class A Common Stock that are subject to forfeiture (the "Earnout Shares") if the volume-weighted average price ("VWAP") of the Class A Common Stock does not exceed certain thresholds at any point before September 20, 2026. The Earnout Shares shall be no longer subject to forfeiture as follows: (a) one-third in the event that the VWAP is greater than $12.00 for any 20 days within any 30 consecutive trading day period, (b) one-third in the event that the VWAP is greater than $14.00 for any 20 days within any 30 consecutive trading day period and (c) one-third in the event that the VWAP is greater than $16.00 for any 20 days within any 30 consecutive trading day period.

3. The Stock Appreciation Right ("SAR") vested 25% on January 16, 2021 with the remaining 75% vesting over the following three years in 12 equal quarterly installments.

4. The SAR vested 25% on June 12, 2021 with the remaining 75% vesting over the following three years in 12 equal quarterly installments.

5. The SAR shall vest 25% on October 5, 2021 with the remaining 75% vesting over the following three years in 12 equal quarterly installments.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Evyn Rabinowitz, Attorney-in-Fact	09/30/2021
	** 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 5 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 3 filed by new insider Pello Jason H.