Sec Form 3 Filing - Institutional Venture Management XIV, LLC @ NERDWALLET, INC. - 2021-11-03

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Institutional Venture Management XIV, LLC
2. Issuer Name and Ticker or Trading Symbol
NERDWALLET, INC. [ NRDS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
3000 SAND HILL ROAD, BUILDING 2, SUITE 250
3. Date of Earliest Transaction (MM/DD/YY)
11/03/2021
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 4,454,541 I See footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Institutional Venture Management XIV, LLC
3000 SAND HILL ROAD, BUILDING 2
SUITE 250
MENLO PARK, CA94025
X
Institutional Venture Partners XIV, L.P.
3000 SAND HILL ROAD, BUILDING 2
SUITE 250
MENLO PARK, CA94025
X
Chaffee Todd C
3000 SAND HILL ROAD, BUILDING 2
SUITE 250
MENLO PARK, CA94025
X
FOGELSONG NORMAN A
3000 SAND HILL ROAD, BUILDING 2
SUITE 250
MENLO PARK, CA94025
X
Harrick Stephen J
3000 SAND HILL ROAD, BUILDING 2
SUITE 250
MENLO PARK, CA94025
X
Miller J Sanford
3000 SAND HILL ROAD, BUILDING 2
SUITE 250
MENLO PARK, CA94025
X
Phelps Dennis B
3000 SAND HILL ROAD, BUILDING 2
SUITE 250
MENLO PARK, CA94025
X
Maltz Jules A.
3000 SAND HILL ROAD, BUILDING 2
SUITE 250
MENLO PARK, CA94025
X
Signatures
/s/ Tracy Hogan, as Attorney-in-Fact for Institutional Venture Management XIV, LLC 11/03/2021
Signature of Reporting Person Date
/s/ Tracy Hogan, as Attorney-in-Fact for Institutional Venture Partners XIV L.P. 11/03/2021
Signature of Reporting Person Date
/s/ Tracy Hogan, as Attorney-in-Fact for Todd C. Chaffee 11/03/2021
Signature of Reporting Person Date
/s/ Tracy Hogan, as Attorney-in-Fact for Norman A. Fogelsong 11/03/2021
Signature of Reporting Person Date
/s/ Tracy Hogan, as Attorney-in-Fact for Stephen J. Harrick 11/03/2021
Signature of Reporting Person Date
/s/ Tracy Hogan, as Attorney-in-Fact for J. Sanford Miller 11/03/2021
Signature of Reporting Person Date
/s/ Tracy Hogan, as Attorney-in-Fact for Dennis B. Phelps, Jr. 11/03/2021
Signature of Reporting Person Date
/s/ Tracy Hogan, as Attorney-in-Fact for Jules A. Maltz 11/03/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series A Preferred Stock will automatically convert into shares of Class A Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and have no expiration date.
( 2 )These shares are owned directly by Institutional Venture Partners XIV, L.P. (IVP XIV LP"), of which Institutional Venture Management XIV, LLC ("IVM XIV") is the sole general partner and exercises voting and investment power over these shares. The managing directors of IVM XIV are Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps, Jr. The reporting persons disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that any reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.