Cohn Charles K.'s Form 4/A amendment
AmendedNerdy Inc. (NRDY) · filed Jun 1, 2022
- Accession no.
- 0001628280-22-015884
- Filed
- Jun 1, 2022
- Trade date
- May 19-20, 2022
- Filing delay
- 13 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- May 23, 2022
This filing lists 2 non-derivative transactions. Open-market purchases total $460.0K. It was filed 13 days after the trade.
This amendment replaces 0001628280-22-015229 (filed May 23, 2022).
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 |
|---|---|
| Cohn Charles K.CIK 0001880171 | Director, Officer (Chief Executive Officer), 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
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.
- F1
The original Form 4, filed on May 23, 2022, is being amended by this Form 4 amendment solely to correct Box 3, Transaction Code, which was incorrectly selected as "A" instead of "P" in the originally filed Form 4.
- F2
The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.695 to $1.750, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.
Referenced by the price of 1 transaction in Table I.
- F3
Rarefied Air Capital LLC is owned by three trusts: Cohn Family Trust U/A/D 3/16/2017, The Cohn Family Investments Trust 05/24/18, and 2018 Cohn Family Trust U/A/D 5/24/2018.
- F4
The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $1.700 to $1.775, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price at which the transactions were effected.
Referenced by the price of 1 transaction in Table I.
- F5
Represents Restricted Stock Units ("RSUs") issued under the Nerdy Inc. 2021 Equity Incentive Plan, as amended. Each RSU represents the contingent right to receive one share of the Issuer's Class A Common Stock. The RSUs shall vest in seven equal tranches upon the Issuer achieving each of seven share price target milestones that occur at $18.00, $22.00, $26.00, $30.00, $34.00, $38.00, and $42.00 per share, measured, based on the average of our stock price over a consecutive 90 calendar-day period during the performance period. Any unvested RSUs shall expire on September 20, 2028.