Sec Form 4 Filing - TPG GP A, LLC @ Nerdy Inc. - 2022-12-13

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 TPG GP A, LLC 2. Issuer Name and Ticker or Trading Symbol Nerdy Inc. [ NRDY] 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) C/O TPG INC., 301 COMMERCE STREET, SUITE 3300 3. Date of Earliest Transaction (MM/DD/YY) 12/13/2022 (Street) FORT WORTH, TX76102 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 12/13/2022 S 1,500,000 D $ 1.9 11,943,250 I See Explanation of Responses( 1 )( 2 )( 3 )( 4 )( 5 )( 6 )( 7 )

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 Warrants (right to buy) $ 11.5 12/13/2022 S 300,000 09/20/2021 09/20/2026 Class A Common Stock 300,000 $ 0.18 5,128,889 I See Explanation of Responses( 1 )( 2 )( 3 )( 4 )( 5 )( 6 )( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TPG GP A, LLC C/O TPG INC. 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 X X BONDERMAN DAVID C/O TPG INC. 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 X X COULTER JAMES G C/O TPG INC. 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 X X WINKELRIED JON C/O TPG INC. 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 X X Signatures /s/ Bradford Berenson, General Counsel, TPG GP A, LLC (8) 12/15/2022 Signature of Reporting Person Date /s/ Gerald Neugebauer, on behalf of David Bonderman (8) (9) 12/15/2022 Signature of Reporting Person Date /s/ Gerald Neugebauer, on behalf of James G. Coulter (8) (9) 12/15/2022 Signature of Reporting Person Date /s/ Gerald Neugebauer, on behalf of Jon Winkelried (8) (10) 12/15/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each of David Bonderman, James G. Coulter and Jon Winkelried own entities that own TPG GP A, LLC (together with Messrs. Bonderman, Coulter and Winkelried, the "Reporting Persons"), which is the managing member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which holds 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc. ( 2 )TPG, Inc. is the controlling shareholder of TPG GPCo, LLC, which is the managing member of TPG Holdings III-A, LLC, which is the general partner of TPG Holdings III-A, L.P., which is the general partner of TPG Operating Group III, L.P., which is general partner of TPG PEP GenPar Advisors, L.P., which is the general partner of TPG PEP GenPar Governance, L.P., which is the general partner of each of (i) TPG Public Equity Partners, LP, (ii) TPG Public Equity Partners Master Fund, L.P. and (iii) TPG Public Equity Partners Long Opportunities Master Fund, L.P., each of which directly held shares of Class A common stock ("Class A Shares") of Nerdy Inc. (the "Issuer") and warrants ("Warrants") exercisable for Class A Shares. ( 3 )The Reporting Persons may be deemed to beneficially own the (i) the 11,723,250 Class A Shares held by TPG Pace Tech Opportunities Sponsor, LLC ("TPG Pace Tech Opportunities Sponsor"), (ii) the 4,888,889 Warrants held by TPG Pace Tech Opportunities Sponsor and (iii) the 200,000 Warrants held by Tarrant Remain Co III, L.P ("RemainCo"). ( 4 )Excluding Class A Shares and Warrants directly held by TPG Pace Tech Opportunities Sponsor and RemainCo, Mr. Coulter holds directly or indirectly 110,000 Class A Shares and 20,000 Warrants. ( 5 )Excluding Class A Shares and Warrants directly held by TPG Pace Tech Opportunities Sponsor and RemainCo, Mr. Winkelried holds directly or indirectly 110,000 Class A Shares and 20,000 Warrants. ( 6 )Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the relevant TPG vehicle. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. ( 7 )Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks: 8. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. 9. Gerald Neugebauer is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated February 26, 2020, which were previously filed with the Securities and Exchange Commission (the "Commission"). 10. Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to the authorization and designation letter dated October 12, 2020, which was previously filed with the Commission.

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).

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