Sec Form 3 Filing - Robinson Heidi @ Nerdy Inc. - 2021-09-20

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

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1. Name and Address of Reporting Person Robinson Heidi 2. Issuer Name and Ticker or Trading Symbol Nerdy Inc. [ NRDY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Product Officer (Last) (First) (Middle) 101 S. HANLEY ROAD, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 09/20/2021 (Street) ST. LOUIS, MO63105 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Earnout Shares ( 2 ) ( 2 ) ( 2 ) Class B Common Stock ( 3 ) 42,649 D Class B Common Stock $ 11.5 10/09/2021 09/20/2026 Class B Common Stock ( 3 ) 26,063 D Class B Common Stock ( 3 ) ( 3 ) ( 3 ) Class A Common Stock ( 1 ) 1,373,690 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Robinson Heidi 101 S. HANLEY ROAD, SUITE 300 ST. LOUIS, MO63105 Chief Product Officer Signatures /s/ Evyn Rabinowitz, Attorney-in-Fact 09/30/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 20, 2021 (the "Effective Time"), the Issuer, formerly known as TPG Pace Tech Opportunities Corp., acquired Live Learning Technology LLC ("Nerdy") pursuant to a Business Combination Agreement by and among the Issuer, Nerdy and certain other parties thereto (the "Business Combination Agreement"). Pursuant to the Business Combination Agreement, at the Effective Time, the outstanding equity interests of Nerdy held by the reporting person were converted into the right to receive shares of the Issuer's Class B Common Stock. ( 2 )The reporting person holds an aggregate of 42,649 shares of Class B Common Stock that are subject to forfeiture (the "Earnout Shares") if the volume-weighted average price ("VWAP") of the Class A Common Stock does not exceed certain thresholds at any point before September 20, 2026. The Earnout Shares shall be no longer subject to forfeiture as follows: (a) one-third in the event that the VWAP is greater than $12.00 for any 20 days within any 30 consecutive trading day period, (b) one-third in the event that the VWAP is greater than $14.00 for any 20 days within any 30 consecutive trading day period and (c) one-third in the event that the VWAP is greater than $16.00 for any 20 days within any 30 consecutive trading day period. ( 3 )Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the holder and in accordance with the terms of the Second Amended and Restated Operating Agreement of Nerdy LLC.

Remarks: Exhibit 24 - Power of Attorney

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