Form 4: TPG Affiliates Distribute Nerdy Inc. Shares, Cease Section 16 Reporting

TPG Pace Tech Opportunities Sponsor distributed its shares of Nerdy Inc. Class A common stock to its members, resulting in TPG affiliates no longer being subject to Section 16 reporting requirements.

Summary

• TPG Pace Tech Opportunities Sponsor distributed 2,757,266 shares of Nerdy Inc. Class A common stock to its members on November 12, 2024.
• This distribution resulted in a change in beneficial ownership for TPG GP A, LLC and related individuals, including David Bonderman, James G. Coulter, and Jon Winkelried.
• Following the distribution, TPG Pace Tech Opportunities Sponsor is no longer entitled to designate a director for Nerdy Inc.'s board.
• As a result of the distribution, the reporting persons are no longer subject to Section 16 of the Securities Exchange Act of 1934.
• The reporting persons may be deemed to beneficially own a total of 8,068,206 Class A shares, including indirect holdings.
• The distribution was made in accordance with the limited liability company agreement of TPG Pace Tech Opportunities Sponsor.

Sentiment

Score: 6

Explanation: The document reflects a standard transaction for a private equity firm, with no significant positive or negative implications for the company's operations. The sentiment is neutral.

Risks

• The distribution of shares could potentially lead to increased volatility in Nerdy Inc.'s stock price.
• The loss of TPG's board representation could impact Nerdy Inc.'s strategic direction.

Industry Context

This transaction reflects a change in the investment structure of TPG's holdings in Nerdy Inc., which is not uncommon for private equity firms after a portfolio company goes public. It is a standard process for private equity firms to distribute shares to their members after a lockup period.

Comparison to Industry Standards

• Private equity firms often distribute shares to their partners after a company goes public, this is a standard practice.
• The distribution of shares is similar to other private equity firms such as Apollo Global Management and Blackstone, who also distribute shares to their partners after a lockup period.
• The loss of board representation is also a common occurrence after a distribution of shares, as the private equity firm's influence on the company decreases.

Stakeholder Impact

• Shareholders may experience some volatility in the short term due to the distribution of shares.
• The loss of TPG's board representation could impact the company's strategic direction.

Key Dates

Keywords

Nerdy Inc., TPG, share distribution, beneficial ownership, Section 16, TPG Pace Tech Opportunities Sponsor, Class A common stock