Sec Form 4 Filing - Mudrick Capital Management, L.P. @ Thryv Holdings, Inc. - 2021-03-09

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
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1. Name and Address of Reporting Person
Mudrick Capital Management, L.P.
2. Issuer Name and Ticker or Trading Symbol
Thryv Holdings, Inc. [ THRY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
527 MADISON AVENUE, 6TH FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
03/09/2021
(Street)
NEW YORK, NY10022
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
Common Stock 03/09/2021 S 31,264 ( 3 ) D $ 19.633 ( 4 ) 17,725,547 I See notes ( 1 ) ( 2 )
Common Stock 03/10/2021 S 5,095 ( 5 ) D $ 19.812 ( 6 ) 17,720,452 I See notes ( 1 ) ( 2 )
Common Stock 03/11/2021 S 27,557 ( 7 ) D $ 20.012 ( 8 ) 17,692,895 ( 9 ) I See notes ( 1 ) ( 2 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mudrick Capital Management, L.P.
527 MADISON AVENUE, 6TH FLOOR
NEW YORK, NY10022
X X
Mudrick Jason
C/O MUDRICK CAPITAL MANAGEMENT, L.P.
527 MADISON AVENUE, 6TH FLOOR
NEW YORK, NY10022
X X
Mudrick Distressed Opportunity Fund Global, LP
527 MADISON AVENUE, 6TH FLOOR
NEW YORK, NY10022
X X
Verto Direct Opportunity II, LP
C/O MUDRICK CAPITAL MANAGEMENT, L.P.
527 MADISON AVENUE, 6TH FLOOR
NEW YORK, NY10022
X X
Signatures
See Signatures Included in Exhibit 99.1 03/11/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is filed by the following Reporting Persons: Mudrick Capital Management, L.P. ("MCM"), Jason Mudrick, Mudrick Distressed Opportunity Fund Global, LP, and Verto Direct Opportunity II, LP.
( 2 )Mr. Mudrick is the sole member of Mudrick Capital Management, LLC, which is the general partner of MCM. MCM is the investment manager of the following entities: Mudrick Distressed Opportunity Fund Global, LP; Mudrick Distressed Opportunity Drawdown Fund, LP; Mudrick Distressed Opportunity Drawdown Fund II, LP; Verto Direct Opportunity II, LP; Boston Patriot Batterymarch St LLC; Blackwell Partners LLC Series A; Mercer QIF Fund PLC; Trustees of Grinnell College; P Mudrick LTD; and Mudrick Distressed Opportunity Specialty Fund, LP. Mr. Mudrick is the managing member of Verto Direct Opportunity GP, LLC, which is the general partner of Verto Direct Opportunity II, LP. Each Reporting Person and each of the aforementioned entities disclaims beneficial ownership of any equity securities of the Issuer except to the extent of such person's or entity's pecuniary interest therein, if any.
( 3 )Represents shares of the Issuer's common stock ("Common Stock") sold as follows: 2,847 by Blackwell Partners LLC Series A;3,753 by Boston Patriot Batterymarch St LLC; 1,764 by Mercer QIF Fund PLC; 3,296 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 3,283 by Mudrick Distressed Opportunity Drawdown Fund, LP; 7,279 by Mudrick Distressed Opportunity Fund Global, LP; 769 by Mudrick Distressed Opportunity Specialty Fund, LP; 710 by P Mudrick LTD; 1,052 by Trustees of Grinnell College; 233 by Verto Direct Opportunity GP, LLC; and 6,278 by Verto Direct Opportunity II, LP.
( 4 )The Common Stock was sold in multiple transactions at prices ranging from $19.15 to $20.00, inclusive. The price reported is a weighted average price. The Reporting Persons undertake 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 of Common Stock sold at each separate price within the range.
( 5 )Represents shares of Common Stock sold as follows: 464 by Blackwell Partners LLC Series A; 612 by Boston Patriot Batterymarch St LLC; 287 by Mercer QIF Fund PLC; 537 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 535 by Mudrick Distressed Opportunity Drawdown Fund, LP; 1,187 by Mudrick Distressed Opportunity Fund Global, LP; 125 by Mudrick Distressed Opportunity Specialty Fund, LP; 116 by P Mudrick LTD; 171 by Trustees of Grinnell College; 38 by Verto Direct Opportunity GP, LLC; and 1,023 by Verto Direct Opportunity II, LP.
( 6 )The Common Stock was sold in multiple transactions at prices ranging from $19.75 to $20.09, inclusive. The price reported is a weighted average price. The Reporting Persons undertake 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 of Common Stock sold at each separate price within the range.
( 7 )Represents shares of Common Stock sold as follows: 2,509 by Blackwell Partners LLC Series A; 3,308 by Boston Patriot Batterymarch St LLC; 1,554 by Mercer QIF Fund PLC; 2,905 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 2,893 by Mudrick Distressed Opportunity Drawdown Fund, LP; 6,419 by Mudrick Distressed Opportunity Fund Global, LP; 678 by Mudrick Distressed Opportunity Specialty Fund, LP; 626 by P Mudrick LTD; 927 by Trustees of Grinnell College; 205 by Verto Direct Opportunity GP, LLC; and 5,533 by Verto Direct Opportunity II, LP.
( 8 )The Common Stock was sold in multiple transactions at prices ranging from $20.00 to $20.97, inclusive. The price reported is a weighted average price. The Reporting Persons undertake 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 of Common Stock sold at each separate price within the range.
( 9 )Represents shares of Common Stock held by the following entities following the transactions reported on this Form 4: 1,611,066 by Blackwell Partners LLC Series A; 2,123,943 by Boston Patriot Batterymarch St LLC; 998,054 by Mercer QIF Fund PLC; 1,865,147 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 1,857,760 by Mudrick Distressed Opportunity Drawdown Fund, LP; 4,119,999 by Mudrick Distressed Opportunity Fund Global, LP; 435,367 by Mudrick Distressed Opportunity Specialty Fund, LP; 402,053 by P Mudrick LTD; 595,227 by Trustees of Grinnell College; 131,618 by Verto Direct Opportunity GP, LLC; and 3,552,661 by Verto Direct Opportunity II, LP.

Remarks:
Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference.

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