Light Street Capital Management, LLC's Form 4 filing
Nerdy Inc. (NRDY) · filed Sep 21, 2021
- Accession no.
- 0001567619-21-017423
- Filed
- Sep 21, 2021, 9:55 PM ET
- Trade date
- Sep 17-21, 2021
- Filing delay
- 4 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 8 non-derivative transactions and 2 derivative transactions. Open-market purchases total $28.3M. It was filed 4 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Light Street Capital Management, LLCCIK 0001569049 | 10% Owner |
| Kacher Glen ThomasCIK 0001723534 | 10% Owner |
| Light Street Mercury Master Fund, L.P.CIK 0001723642 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 17, 2021 | Class A ordinary shares, par value $0.0001 per share | PPurchaseAcquired | +20,086 | $11.13 | +$223,617.44 | 583,842 | Indirect | |
| Sep 17, 2021 | Class A ordinary shares, par value $0.0001 per share | PPurchaseAcquired | +3,616 | $11.13 | +$40,256.93 | 108,560 | Indirect | |
| Sep 20, 2021 | Class A ordinary shares, par value $0.0001 per share | PPurchaseAcquired | +540,000 | $10.00F5 | +$5,400,000 | 6,336,937 | Indirect | |
| Sep 20, 2021 | Class A ordinary shares, par value $0.0001 per share | PPurchaseAcquired | +2,200,000 | $10.00F6 | +$22,000,000 | 8,536,937 | Indirect | |
| Sep 20, 2021 | Class A ordinary shares, par value $0.0001 per share | PPurchaseAcquired | +48,210 | $10.00F5 | +$482,100 | 632,052 | Indirect | |
| Sep 20, 2021 | Class A ordinary shares, par value $0.0001 per share | PPurchaseAcquired | +11,790 | $10.00F5 | +$117,900 | 120,350 | Indirect | |
| Sep 21, 2021 | Class A ordinary shares, par value $0.0001 per share | PPurchaseAcquired | +3,257 | $11.55 | +$37,603.04 | 635,309 | Indirect | |
| Sep 21, 2021 | Class A ordinary shares, par value $0.0001 per share | PPurchaseAcquired | +543 | $11.55 | +$6,269.1 | 120,893 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 20, 2021 | Class A ordinary shares, par value $0.0001 per sha | PPurchaseAcquired | +900,000 | –F8 | – | 900,000 | Indirect | |
| Sep 20, 2021 | Class A ordinary shares, par value $0.0001 per sha | PPurchaseAcquired | +400,000 | –F6 | – | 400,000 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F5
These Shares were acquired in connection with the closing of the Business Combination between the Issuer and Live Learning Technologies LLC (the "Closing"), pursuant to a Subscription Agreement with the Issuer dated January 28, 2021 (the "PIPE Financing").
Referenced by the price of 3 transactions in Table I.
- F6
These Shares and warrants to acquire Shares ("Warrants") were acquired in connection with the Closing, pursuant to a Forward Purchase Agreement with the Issuer dated September 23, 2020 (the "Forward Purchase Agreement"). Pursuant to the Forward Purchase Agreement, the Issuer agreed to issue to Class A Shares at a price of $10.00 per share, plus warrants to purchase one Class A Share at $11.50 per share. The transactions contemplated by the PIPE Financing and Forward Purchase Agreement closed substantially concurrently with the Closing.
Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.
- F8
These Warrants were part of Units of the Issuer that the Reporting Persons acquired for $10 per share.
Referenced by the price of 1 transaction in Table II.