| 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
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
16.93% (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 98,130,726 Class A Shares outstanding, which is the sum of (i) the 93,241,837
Class A Shares outstanding as of November 7, 2022, 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 14, 2022, 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
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
16,812,139 (3) |
| 7 |
SOLE
DISPOSITIVE POWER
-
0 - |
| 8 |
SHARED
DISPOSITIVE POWER
16,812,139 (3) |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,812,139 (3)
|
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.10% (4) |
| 12 |
TYPE
OF REPORTING PERSON*
IN |
| |
|
|
|
|
|
(3)
Includes (i) 11,723,250 Class A Shares and (ii) 5,088,889 Class A Shares issuable upon exercise of 5,088,889 Warrants.
(4)
The calculation assumes that there is a total of 98,330,726 Class A Shares outstanding, which is the sum of (i) the 93,241,837
Class A Shares outstanding as of November 7, 2022, as reported on the Quarterly Report on Form 10-Q filed by the Issuer with
the Commission on November 14, 2022, and (ii) the 5,088,889 Class A Shares issuable upon exercise of 5,088,889 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
16,942,139 (5) |
| 7 |
SOLE
DISPOSITIVE POWER
-
0 - |
| 8 |
SHARED
DISPOSITIVE POWER
16,942,139 (5) |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,942,139 (5)
|
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.23% (6) |
| 12 |
TYPE
OF REPORTING PERSON*
IN |
| |
|
|
|
|
|
(5)
Includes (i) 11,833,250 Class A Shares and (ii) 5,108,889 Class A Shares issuable upon exercise of 5,108,889 Warrants.
(6)
The calculation assumes that there is a total of 98,350,726 Class A Shares outstanding, which is the sum of (i) the 93,241,837
Class A Shares outstanding as of November 7, 2022, as reported on the Quarterly Report on Form 10-Q filed by the Issuer with
the Commission on November 14, 2022, and (ii) the 5,108,889 Class A Shares issuable upon exercise of 5,108,889 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
16,942,139 (7) |
| 7 |
SOLE
DISPOSITIVE POWER
-
0 - |
| 8 |
SHARED
DISPOSITIVE POWER
16,942,139 (7) |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,942,139 (7)
|
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.23% (8) |
| 12 |
TYPE
OF REPORTING PERSON*
IN
|
| |
|
|
|
|
|
(7)
Includes (i) 11,833,250 Class A Shares and (ii) 5,108,889 Class A Shares issuable upon exercise of 5,108,889 Warrants.
(8)
The calculation assumes that there is a total of 98,350,726 Class A Shares outstanding, which is the sum of (i) the 93,241,837
Class A Shares outstanding as of November 7, 2022, as reported on the Quarterly Report on Form 10-Q filed by the Issuer with
the Commission on November 14, 2022, and (ii) the 5,108,889 Class A Shares issuable upon exercise of 5,108,889 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
144,000 (9) |
| 7 |
SOLE
DISPOSITIVE POWER
-
0 - |
| 8 |
SHARED
DISPOSITIVE POWER
144,000 (9) |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
144,000 (10)
|
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.15% (10) |
| 12 |
TYPE
OF REPORTING PERSON*
IN |
| |
|
|
|
|
|
(9)
Includes (i) 120,000 Class A Shares and (ii) 24,000 Class A Shares issuable upon exercise of 24,000 Warrants.
(10)
The calculation assumes that there is a total of 93,265,837 Class A Shares outstanding, which is the sum of (i) the 93,241,837
Class A Shares outstanding as of November 7, 2022, as reported on the Quarterly Report on Form 10-Q filed by the Issuer with
the Commission on November 14, 2022, and (ii) the 24,000 Class A Shares issuable upon exercise of 24,000 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. 2 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, 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
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
sole member of TPG GPCo, LLC, a Delaware limited liability company, 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 (i) general partner
of TPG PEP GenPar Advisors, L.P., a Delaware limited partnership, and (ii) sole member of TPG Pace Governance, LLC, a Cayman
limited liability company.
TPG
PEP GenPar Advisors, L.P. 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 held Class
A Shares and Warrants, (ii) TPG Public Equity Partners Master Fund, L.P., a Cayman limited partnership, which directly held
Class A Shares and 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 held Class A Shares and Warrants.
TPG
Pace Governance, LLC 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 (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.
Tarrant
Remain Co III, L.P., a Delaware limited partnership (“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 and (ii) Mr. Winkelried holds directly or indirectly 110,000 Class
A Shares and 20,000 Warrants. 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.
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
securities held by TPG Pace Tech Opportunities Sponsor. Because of the relationship of TPG GP A to the TPEP Funds, TPG GP A may
have been deemed to have been 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 owner of the securities held by TPG Pace
Tech Opportunities Sponsor and may have been deemed to have been the beneficial owner 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
owner of the securities held by RemainCo. Messrs. Bonderman, Coulter and Winkelried 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
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”)
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: ______________
| |
(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.
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 14, 2023
| |
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 (11) |
|
| |
|
|
|
| |
James
G. Coulter |
|
| |
|
|
| |
By: |
/s/Gerald Neugebauer |
|
| |
Name: |
Gerald Neugebauer,
on behalf of James G. Coulter (12) |
|
| |
|
|
|
| |
Jon
Winkelried |
|
| |
|
|
|
| |
By: |
/s/Gerald Neugebauer |
|
| |
Name: |
Gerald Neugebauer,
on behalf of Jon Winkelried (13) |
|
| |
|
|
|
| |
Karl
Peterson
|
|
| |
By: |
/s/Gerald Neugebauer |
|
| |
Name: |
Gerald Neugebauer,
on behalf of Karl Peterson (14) |
|
(11)
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).
(12)
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).
(13)
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 3 filed by Mr. Winkelried on October 22, 2020
(SEC File No. 001-39651).
(14)
Gerald Neugebauer is signing on behalf of Mr. Karl Peterson pursuant to an authorization and designation letter dated May 24,
2022, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Peterson on May 26, 2022
(SEC File No. 001-41130).
Exhibit
Index
*
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.