Sec Form 13G Filing - TPG Pace Tech Opportunities Sponsor Series LLC filing for Nerdy Inc. (NRDY) - 2022-02-11

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

 

(Amendment No. 1)*

 

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, 2021                            

(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 Pace Tech Opportunities Sponsor, Series 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 16,612,139 (1)
		7	SOLE DISPOSITIVE POWER   - 0 -
		8	SHARED DISPOSITIVE POWER 16,612,139 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,612,139 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.71% (2)
12	TYPE OF REPORTING PERSON*  OO

(1) Includes (i) 11,723,250 Class A Shares (as defined below) and (ii) 4,888,889 Class A Shares issuable upon exercise of 4,888,889 Warrants (as defined below).

 

(2) The calculation assumes that there is a total of 88,764,185 Class A Shares outstanding, which is the sum of (i) the 83,875,296 Class A Shares outstanding as of November 11, 2021, 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 15, 2021, and (ii) the 4,888,889 Class A Shares issuable upon exercise of 4,888,889 of the Warrants reported herein.

 

 

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 1,800,000 (3)
		7	SOLE DISPOSITIVE POWER   - 0 -
		8	SHARED DISPOSITIVE POWER 1,800,000 (3)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,800,000 (3)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.14% (4)
12	TYPE OF REPORTING PERSON*  OO

(3) Includes (i) 1,500,000 Class A Shares and (ii) 300,000 Class A Shares issuable upon exercise of 300,000 Warrants.

 

(4) The calculation assumes that there is a total of 84,175,296 Class A Shares outstanding, which is the sum of (i) the 83,875,296 Class A Shares outstanding as of November 11, 2021, as reported on the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 15, 2021, and (ii) the 300,000 Class A Shares issuable upon exercise of 300,000 of the Warrants reported herein.

 

 

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 18,612,139 (5)
		7	SOLE DISPOSITIVE POWER   - 0 -
		8	SHARED DISPOSITIVE POWER 18,612,139 (5)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,612,139 (5)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 20.85% (6)
12	TYPE OF REPORTING PERSON*  IN

(5) Includes (i) 13,223,250 Class A Shares and (ii) 5,388,889 Class A Shares issuable upon exercise of 5,388,889 Warrants.

 

(6) The calculation assumes that there is a total of 89,264,185 Class A Shares outstanding, which is the sum of (i) the 83,875,296 Class A Shares outstanding as of November 11, 2021, as reported on the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 15, 2021, and (ii) the 5,388,889 Class A Shares issuable upon exercise of 5,388,889 of the Warrants reported herein.

 

 

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 18,742,139 (7)
		7	SOLE DISPOSITIVE POWER   - 0 -
		8	SHARED DISPOSITIVE POWER 18,742,139 (7)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,742,139 (7)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 20.99% (8)
12	TYPE OF REPORTING PERSON*  IN

(7) Includes (i) 13,333,250 Class A Shares and (ii) 5,408,889 Class A Shares issuable upon exercise of 5,408,889 Warrants.

 

(8) The calculation assumes that there is a total of 89,284,185 Class A Shares outstanding, which is the sum of (i) the 83,875,296 Class A Shares outstanding as of November 11, 2021, as reported on the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 15, 2021, and (ii) the 5,408,889 Class A Shares issuable upon exercise of 5,408,889 of the Warrants reported herein.

 

 

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 18,742,139 (9)
		7	SOLE DISPOSITIVE POWER   - 0 -
		8	SHARED DISPOSITIVE POWER 18,742,139 (9)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,742,139 (9)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 20.99% (10)
12	TYPE OF REPORTING PERSON*  IN

(9) Includes (i) 13,333,250 Class A Shares and (ii) 5,408,889 Class A Shares issuable upon exercise of 5,408,889 Warrants.

 

(10) The calculation assumes that there is a total of 89,284,185 Class A Shares outstanding, which is the sum of (i) the 83,875,296 Class A Shares outstanding as of November 11, 2021, as reported on the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 15, 2021, and (ii) the 5,408,889 Class A Shares issuable upon exercise of 5,408,889 of the Warrants reported herein.

 

 

CUSIP No. 64081V109				13G
1	NAME OF REPORTING PERSON    Karl Peterson
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 16,756,139 (11)
		7	SOLE DISPOSITIVE POWER   - 0 -
		8	SHARED DISPOSITIVE POWER 16,756,139 (11)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,756,139 (11)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.87% (12)
12	TYPE OF REPORTING PERSON*  IN

(11) Includes (i) 11,843,250 Class A Shares and (ii) 4,912,889 Class A Shares issuable upon exercise of 4,912,889 Warrants.

 

(12) The calculation assumes that there is a total of 88,788,185 Class A Shares outstanding, which is the sum of (i) the 83,875,296 Class A Shares outstanding as of November 11, 2021, as reported on the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 15, 2021, and (ii) the 4,912,889 Class A Shares issuable upon exercise of 4,912,889 of the Warrants reported herein.

 

 

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. 1 to Schedule 13G is being filed jointly by TPG Pace Tech Opportunities Sponsor, Series LLC, a Delaware limited liability company (“TPG Pace Tech Opportunities Sponsor”), TPG GP A, LLC, a Delaware limited liability company (“TPG GP A”), David Bonderman, James G. Coulter, Jon Winkelried and Karl Peterson (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 Pace Governance, LLC, a Cayman limited liability company is the managing member of TPG Pace Tech Opportunities Sponsor, which directly holds (i) 11,723,250 Class A Shares and (ii) 4,888,889 warrants (“Warrants”). 4,000,000 of the Class A Shares held by TPG Pace Tech Opportunities Sponsor remain subject to forfeiture if certain stock price thresholds are not achieved within a period of five years from September 20, 2021.

 

TPG GP A is the managing member of 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, which 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 controlling shareholder of TPG GPCo, Inc., a Delaware corporation, which is the sole shareholder of TPG Holdings III-A, Inc., a Cayman corporation, 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 general partner of TPG PEP GenPar Advisors, L.P., a Delaware limited partnership, which is the general partner of TPG PEP GenPar Governance, L.P., a Delaware limited partnership, which is the general partner of each of (i) TPG Public Equity Partners, LP, a Delaware limited partnership, which directly holds 74,470 Class A Shares and 14,895 Warrants, (ii) TPG Public Equity Partners Master Fund, L.P., a Cayman limited partnership, which directly holds 842,355 Class A Shares and 168,470 Warrants, and (iii) TPG Public Equity Partners Long Opportunities Master Fund, L.P., a Cayman limited partnership (collectively with TPG Public Equity Partners, L.P. and TPG Public Equity Partners Master Fund, L.P., the “TPEP Funds”), which directly holds 583,175 Class A Shares and 116,635 Warrants.

 

Tarrant Remain Co III, L.P. (“RemainCo”) directly holds 200,000 Warrants.

 

Excluding Class A Shares and Warrants directly held by TPG Pace Tech Opportunities Sponsor and RemainCo, (i) Mr. Coulter holds directly or indirectly 110,000 Class A Shares and 20,000 Warrants, (ii) Mr. Winkelried holds directly or indirectly 110,000 Class A Shares and 20,000 Warrants, and (iii) Mr. Peterson holds directly or indirectly 120,000 Class A Shares and 24,000 Warrants.

 

Each Warrant is initially exercisable for one Class A Share, at an initial exercise price (the “Exercise Price”) of $11.50. The number of Class A Shares issuable upon exercise of the Warrants and the Exercise Price are subject to certain adjustments as set forth in the Warrant Agreement dated as of October 9, 2020 between the Issuer and Continental Stock Transfer & Trust Company, as warrant agent.

 

 

TPG Pace Governance, LLC is controlled by David Bonderman, James G. Coulter, Jon Winkelried and Karl Peterson. Because of the relationship of Messrs. Bonderman, Coulter, Winkelried and Peterson to TPG Pace Tech Opportunities Sponsor, each of Messrs. Bonderman, Coulter, Winkelried and Peterson may be deemed to be the beneficial owners of the securities held by TPG Pace Tech Opportunities Sponsor. Because of the relationship of TPG GP A to the TPEP Funds, TPG GP A may be deemed to be the beneficial owner of securities held by the TPEP Funds. 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 owners of the securities held by the TPEP Funds. 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 owners of the securities held by RemainCo. Messrs. Bonderman, Coulter, Winkelried and Peterson disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

 

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, p ar 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: ______________

 

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.

 

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.

 

 

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 11, 2022

 

	TPG Pace Tech Opportunities Sponsor, Series LLC
	By:	/s/ Michael LaGatta
	Name:	Michael LaGatta
	Title:	Vice President
	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 (13)
	James G. Coulter
	By:	/s/ Gerald Neugebauer
	Name:	Gerald Neugebauer, on behalf of James G. Coulter (14)
	Jon Winkelried
	By:	/s/ Gerald Neugebauer
	Name:	Gerald Neugebauer, on behalf of Jon Winkelried (15)
	Karl Peterson
	By:	/s/ Michael LaGatta
	Name:	Michael LaGatta, on behalf of Karl Peterson (16)

 

(13) Gerald Neugebauer is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated February 26, 2020, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Bonderman on March 6, 2020 (SEC File No. 001-38156).

 

(14) Gerald Neugebauer is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated February 26, 2020, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Coulter on March 6, 2020 (SEC File No. 001-38156).

 

 

(15) Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to an authorization and designation letter dated October 12, 2020, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Winkelried on October 22, 2020 (SEC File No. 001-39651).

 

(16) Michael LaGatta is signing on behalf of Mr. Karl Peterson pursuant to an authorization and designation letter dated March 30, 2020, which was previously filed with the Commission as an exhibit to a Schedule 13D filed by Mr. Peterson on March 30, 2020 (SEC File No. 005-90040).

 

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.