Sec Form 4 Filing - Mudrick Capital Management, L.P. @ Thryv Holdings, Inc. - 2022-04-05

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 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
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
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)
_____ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Former Director
(Last) (First) (Middle)
527 MADISON AVENUE, 6TH FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
04/05/2022
(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 04/05/2022 S 500( 3 ) D $ 30.53( 4 ) 8,204,586( 5 ) I See Notes( 1 )( 2 )
Common Stock 04/05/2022 S 54,950( 6 ) D $ 29.36( 7 ) 8,149,636( 8 ) I See Notes( 1 )( 2 )
Common Stock 04/06/2022 S 60,000( 9 ) D $ 28.77( 10 ) 8,089,636( 11 ) I See Notes( 1 )( 2 )
Common Stock 04/07/2022 S 101,703( 12 ) D $ 28.07( 13 ) 7,987,933( 14 ) 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 Former Director
Mudrick Jason
C/O MUDRICK CAPITAL MANAGEMENT, L.P.
527 MADISON AVENUE, 6TH FLOOR
NEW YORK, NY10022
X Former Director
Mudrick Distressed Opportunity Fund Global, LP
527 MADISON AVENUE, 6TH FLOOR
NEW YORK, NY10022
X Former Director
Verto Direct Opportunity II, LP
C/O MUDRICK CAPITAL MANAGEMENT, L.P.
527 MADISON AVENUE, 6TH FLOOR
NEW YORK, NY10022
X Former Director
Signatures
See Signatures Included in Exhibit 99.1 04/07/2022
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 II, LP; Verto Direct Opportunity II, LP; Boston Patriot Batterymarch St LLC; Blackwell Partners LLC Series A; and P Mudrick LTD. 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 Common Stock sold by the following entities: 150 by Mudrick Distressed Opportunity Fund Global, LP; 58 by Blackwell Partners LLC Series A; 77 by Boston Patriot Batterymarch St LLC; 15 by P Mudrick Ltd.; 67 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 128 by Verto Direct Opportunity II, LP; and 5 by Verto Direct Opportunity GP, LLC (through Jason Mudrick to whom these shares were distributed in connection with the sale).
( 4 )The shares of Common Stock were sold in multiple transactions at prices ranging from $30.525 to $30.5275, inclusive. The Reporting Persons undertake to provide to the Issuer, any securityholder or the Securities and Exchange Commission upon request, full information regarding the number shares sold at each separate price within the range.
( 5 )Represents shares of Common Stock directly held following the sale as follows: 2,450,866 by Mudrick Distressed Opportunity Fund Global, LP; 957,428 by Blackwell Partners LLC Series A; 1,261,927 by Boston Patriot Batterymarch St LLC; 242,132 by P Mudrick LTD; 1,106,510 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 2,107,638 by Verto Direct Opportunity II, LP; and 78,085 by Verto Direct Opportunity GP, LLC.
( 6 )Represents shares of Common Stock sold by the following entities: 16,414 by Mudrick Distressed Opportunity Fund Global, LP; 6,413 by Blackwell Partners LLC Series A; 8,452 by Boston Patriot Batterymarch St LLC; 1,621 by P Mudrick Ltd.; 7,411 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 14,116 by Verto Direct Opportunity II, LP; and 523 by Verto Direct Opportunity GP, LLC (through Jason Mudrick to whom these shares were distributed in connection with the sale).
( 7 )The shares of Common Stock were sold in multiple transactions at prices ranging from $29.35 to $29.48, inclusive. The Reporting Persons undertake to provide to the Issuer, any securityholder or the Securities and Exchange Commission upon request, full information regarding the number shares sold at each separate price within the range.
( 8 )Represents shares of Common Stock directly held following the sale as follows: 2,434,452 by Mudrick Distressed Opportunity Fund Global, LP; 951,015 by Blackwell Partners LLC Series A; 1,253,475 by Boston Patriot Batterymarch St LLC; 240,511 by P Mudrick LTD; 1,099,099 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 2,093,522 by Verto Direct Opportunity II, LP; and 77,562 by Verto Direct Opportunity GP, LLC.
( 9 )Represents shares of Common Stock sold by the following entities: 17,923 by Mudrick Distressed Opportunity Fund Global, LP; 7,002 by Blackwell Partners LLC Series A; 9,228 by Boston Patriot Batterymarch St LLC; 1,771 by P Mudrick Ltd.; 8,092 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 15,413 by Verto Direct Opportunity II, LP; and 571 by Verto Direct Opportunity GP, LLC (through Jason Mudrick to whom these shares were distributed in connection with the sale).
( 10 )The shares of Common Stock were sold in multiple transactions at prices ranging from $28.50 to $29.15, inclusive. The Reporting Persons undertake to provide to the Issuer, any securityholder or the Securities and Exchange Commission upon request, full information regarding the number shares sold at each separate price within the range.
( 11 )Represents shares of Common Stock directly held following the sale as follows: 2,416,529 by Mudrick Distressed Opportunity Fund Global, LP; 944,013 by Blackwell Partners LLC Series A; 1,244,247 by Boston Patriot Batterymarch St LLC; 238,740 by P Mudrick LTD; 1,091,007 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 2,078,109 by Verto Direct Opportunity II, LP; and 76,991 by Verto Direct Opportunity GP, LLC.
( 12 )Represents shares of Common Stock sold by the following entities: 30,381 by Mudrick Distressed Opportunity Fund Global, LP; 11,868 by Blackwell Partners LLC Series A; 15,643 by Boston Patriot Batterymarch St LLC; 3,001 by P Mudrick Ltd.; 13,716 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 26,126 by Verto Direct Opportunity II, LP; and 968 by Verto Direct Opportunity GP, LLC (through Jason Mudrick to whom these shares were distributed in connection with the sale).
( 13 )The shares of Common Stock were sold in multiple transactions at prices ranging from $28.00 to $28.735, inclusive. The Reporting Persons undertake to provide to the Issuer, any securityholder or the Securities and Exchange Commission upon request, full information regarding the number shares sold at each separate price within the range.
( 14 )Represents shares of Common Stock directly held following the sale as follows: 2,386,148 by Mudrick Distressed Opportunity Fund Global, LP; 932,145 by Blackwell Partners LLC Series A; 1,228,604 by Boston Patriot Batterymarch St LLC; 235,739 by P Mudrick LTD; 1,077,291 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 2,051,983 by Verto Direct Opportunity II, LP; and 76,023 by Verto Direct Opportunity GP, LLC.

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

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.