Sec Form 3 Filing - Marshall Christopher P @ 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 Marshall Christopher P 2. Issuer Name and Ticker or Trading Symbol Nerdy Inc. [ NRDY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O TCV, 250 MIDDLEFIELD ROAD 3. Date of Earliest Transaction (MM/DD/YY) 09/20/2021 (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 Class A Common Stock 0 D ( 1 ) ( 2 ) Class A Common Stock 4,036,066 I TCV VIII (A), L.P. ( 1 ) ( 3 ) Class B Common Stock 17,000,325 I TCV VIII VT Master, L.P. ( 2 ) ( 4 )

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 Warrant (right to buy) $ 11.5 09/20/2021 ( 5 ) Class A Common Stock 117,890 I TCV VIII (A), L.P. ( 1 ) ( 5 ) Nerdy LLC Unit ( 6 ) 09/20/2021 ( 6 ) Class A Common Stock 17,000,325 I TCV VIII VT Master, L.P. ( 2 ) ( 6 ) Nerdy LLC Warrant (right to buy) $ 11.5 09/20/2021 ( 7 ) Class A Common Stock 496,554 I TCV VIII VT Master, L.P. ( 2 ) ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Marshall Christopher P C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X TCV VIII VT MASTER, L.P. C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X Member of a 13(d) group TCV VIII (A), L.P. C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 Member of a 13(d) group TCV VIII VT MASTER GP, LLC C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X Member of a 13(d) group TCV VIII, L.P. C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X Member of a 13(d) group Technology Crossover Manangement VIII, L.P. 528 RAMONA STREET PALO ALTO, CA94301 X Member of a 13(d) group Technology Crossover Management VIII, Ltd. C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK, CA94025 X Member of a 13(d) group Signatures Frederic D. Fenton, Authorized Signatory for Christopher P. Marshall 09/30/2021 Signature of Reporting Person Date Frederic D. Fenton, Authorized Signatory for TCV VIII (A), L.P. 09/30/2021 Signature of Reporting Person Date Frederic D. Fenton, Authorized Signatory for TCV VIII VT Master, L.P. 09/30/2021 Signature of Reporting Person Date Frederic D. Fenton, Authorized Signatory for TCV VIII VT Master GP, LLC 09/30/2021 Signature of Reporting Person Date Frederic D. Fenton, Authorized Signatory for TCV VIII, L.P. 09/30/2021 Signature of Reporting Person Date Frederic D. Fenton, Authorized Signatory for Technology Crossover Management VIII, L.P. 09/30/2021 Signature of Reporting Person Date Frederic D. Fenton, Authorized Signatory for Technology Crossover Management VIII, Ltd. 09/30/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Mr. Marshall is a director of the Issuer, a Class A Member of Technology Crossover Management VIII, Ltd. ("Management VIII") and a limited partner of Technology Crossover Management VIII, L.P. ("TCM VIII"). Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII (A), L.P. ("TCV VIII (A)"). Mr. Marshall, Management VIII and TCM VIII may be deemed to beneficially own the securities held by TCV VIII (A), but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. ( 2 )Mr. Marshall is a director of the Issuer, a Class A Member of Management VIII and a limited partner of TCM VIII. Management VIII is the sole general partner of TCM VIII, which in turn is the sole general partner of TCV VIII, L.P ("TCV VIII"), which in turn is the sole general partner of TCV VIII VT Master GP, LLC ("Master GP"), which in turn is the sole general partner of TCV VIII VT Master, L.P. ("TCV Master Fund"). Mr. Marshall, Management VIII, TCM VIII, TCV VIII and Master GP may be deemed to beneficially own the securities held by TCV Master Fund, but each disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. ( 3 )The reported securities are directly held by TCV VIII (A) and consists of (i) 3,843,155 shares of Class A Common Stock of the Issuer ("Class A Common Stock") and (ii) 192,911 shares of Class A Common Stock which were received as earn-out consideration and are subject to potential forfeiture if certain trading price thresholds are not met within five years from the date of issuance. ( 4 )The reported securities are directly held by TCV Master Fund and consist of (i) 16,187,783 shares of Class B Common Stock of the Issuer ("Class B Common Stock") and (ii) 812,524 shares of Class B Common Stock which were received as earn-out consideration and are subject to potential forfeiture if certain trading price thresholds are not met within five years from the date of issuance. Shares of Class B Common Stock confer no economic rights on the holders thereof but entitle holders to one vote per share on all matters to be voted on by holders of the Class A Common Stock. Upon exchange of OpCo Units reported in Table II hereof for Class A Common Stock, an equal number of shares of Class B Common Stock will be delivered to the Issuer and cancelled for no consideration. ( 5 )The reported warrants to purchase shares of Class A Common Stock ("Class A Warrants") are directly held by TCV VIII (A). The Class A Warrants are exercisable for one share of Class A Common Stock from the date of issuance. The Class A Warrants have no expiration date. ( 6 )The reported units of Nerdy LLC ("OpCo Units") are directly held by TCV Master Fund. OpCo Units are exchangeable (upon delivery of a corresponding number of shares of Class B Common Stock (as reported in Table I hereof )) for either cash or shares of Class A Common Stock on a one-for-one basis at the Issuer's election following the six-month anniversary of the date of issuance. ( 7 )The reported warrants to purchase OpCo Units ("OpCo Warrants") are directly held by TCV Master Fund. OpCo Warrants are exercisable from the date of issuance and include the issuance of a corresponding number of Class B Common Stock, which together are exchangeable for either cash or shares of Class A Common Stock on a one-for-one basis at the Issuer's election following the six-month anniversary of the date of issuance. The OpCo Warrants have no expiration date.

Remarks: Exhibit List: Exhibit 24.1 - Statement Appointing Designated Filer and Authorized Signatories (TCV VIII VT Master, L.P. and TCV VIII Master GP, LLC); Exhibit 24.2 Power of Attorney (Christopher P. Marshall)

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).

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