Nerdy Inc. — Major Shareholding Notification 2021

Feb 12, 2021

SC 13G 1 pace-sc13g_0123120.htm SCHEDULE 13G

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. )*

Under the Securities Exchange Act of 1934

TPG Pace Tech Opportunities Corp.

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(Name of Issuer)

Class A Ordinary Shares, par value $0.0001

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(Titles of Class of Securities)

G8990Y103

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(CUSIP Number)

December 31, 2020

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(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

• The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Act ”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).

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CUSIP No. G8990Y103 13G

| 1 | NAME
OF REPORTING PERSON TPG
Pace Tech Opportunities Sponsor, Series LLC | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) ☐ (b) ☐ | |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH: | 5 | SOLE
VOTING POWER - 0 - |
| | 6 | SHARED
VOTING POWER 18,423,333 (1) |
| | 7 | SOLE
DISPOSITIVE POWER -
0 - |
| | 8 | SHARED
DISPOSITIVE POWER 18,423,333 (1) |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,423,333 (1) | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 29.0% (2) | |
| 12 | TYPE
OF REPORTING PERSON * OO | |

(1) Includes (i) 11,090,000 Class A Shares (as defined below) issuable upon conversion of 11,090,000 Class F Shares (as defined below) and (ii) 7,333,333 Class A Shares issuable upon exercise of 7,333,333 Warrants (as defined below).

(2) The calculation assumes that there is a total of 63,423,333 Class A Shares outstanding, which is the sum of (i) the 45,000,000 Class A Shares outstanding as of November 2, 2020, as reported on Quarterly Report on Form 10-Q filed by the Issuer (as defined below) with the Securities and Exchange Commission (the “ Commission ”) on November 4, 2020, (ii) the 11,090,000 Class A Shares issuable upon conversion of the Class F Shares reported herein and (iii) the 7,333,333 Class A Shares issuable upon exercise of 7,333,333 Warrants reported herein.

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CUSIP No. G8990Y103 13G

| 1 | NAME
OF REPORTING PERSON David
Bonderman | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) ☐ (b) ☐ | |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH: | 5 | SOLE
VOTING POWER - 0 - |
| | 6 | SHARED
VOTING POWER 18,423,333 (3) |
| | 7 | SOLE
DISPOSITIVE POWER -
0 - |
| | 8 | SHARED
DISPOSITIVE POWER 18,423,333 (3) |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,423,333 (3) | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 29.0% (4) | |
| 12 | TYPE
OF REPORTING PERSON * IN | |

(3) Includes (i) 11,090,000 Class A Shares issuable upon conversion of 11,090,000 Class F Shares and (ii) 7,333,333 Class A Shares issuable upon exercise of 7,333,333 Warrants.

(4) The calculation assumes that there is a total of 63,423,333 Class A Shares outstanding, which is the sum of (i) the 45,000,000 Class A Shares outstanding as of November 2, 2020, as reported on Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 4, 2020, (ii) the 11,090,000 Class A Shares issuable upon conversion of the Class F Shares reported herein and (iii) the 7,333,333 Class A Shares issuable upon exercise of 7,333,333 Warrants reported herein.

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CUSIP No. G8990Y103 13G

| 1 | NAME
OF REPORTING PERSON James
G. Coulter | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) ☐ (b) ☐ | |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH: | 5 | SOLE
VOTING POWER - 0 - |
| | 6 | SHARED
VOTING POWER 18,423,333 (5) |
| | 7 | SOLE
DISPOSITIVE POWER -
0 - |
| | 8 | SHARED
DISPOSITIVE POWER 18,423,333 (5) |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,423,333 (5) | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 29.0% (6) | |
| 12 | TYPE
OF REPORTING PERSON * IN | |

(5) Includes (i) 11,090,000 Class A Shares issuable upon conversion of 11,090,000 Class F Shares and (ii) 7,333,333 Class A Shares issuable upon exercise of 7,333,333 Warrants.

(6) The calculation assumes that there is a total of 63,423,333 Class A Shares outstanding, which is the sum of (i) the 45,000,000 Class A Shares outstanding as of November 2, 2020, as reported on Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 4, 2020, (ii) the 11,090,000 Class A Shares issuable upon conversion of the Class F Shares reported herein and (iii) the 7,333,333 Class A Shares issuable upon exercise of 7,333,333 Warrants reported herein.

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CUSIP No. G8990Y103 13G

| 1 | NAME
OF REPORTING PERSON Karl
Peterson | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)
☐ (b) ☐ | |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United States | |
| NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH: | 5 | SOLE
VOTING POWER - 0 - |
| | 6 | SHARED
VOTING POWER 18,423,333 (7) |
| | 7 | SOLE
DISPOSITIVE POWER -
0 - |
| | 8 | SHARED
DISPOSITIVE POWER 18,423,333 (7) |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,423,333 (7) | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 29.0% (8) | |
| 12 | TYPE
OF REPORTING PERSON * IN | |

(7) Includes (i) 11,090,000 Class A Shares issuable upon conversion of 11,090,000 Class F Shares and (ii) 7,333,333 Class A Shares issuable upon exercise of 7,333,333 Warrants.

(8) The calculation assumes that there is a total of 63,423,333 Class A Shares outstanding, which is the sum of (i) the 45,000,000 Class A Shares outstanding as of November 2, 2020, as reported on Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 4, 2020, (ii) the 11,090,000 Class A Shares issuable upon conversion of the Class F Shares reported herein and (iii) the 7,333,333 Class A Shares issuable upon exercise of 7,333,333 Warrants reported herein.

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| Item
1(a). |
| --- |
| TPG Pace Tech Opportunities Corp.
(the “ Issuer ”) |

| Item
1(b). |
| --- |
| 301 Commerce Street, Suite 3300 |
| Fort Worth, Texas 76102 |

Item 2(a).	Name of Person Filing:
	This Schedule
13G is being filed jointly by TPG Pace Tech Opportunities Sponsor, Series LLC, a Delaware limited liability company (“ TPG
Pace Tech Opportunities Sponsor ”), David Bonderman, James G. Coulter and Karl Peterson (each, a “ Reporting
Person ” and, together, the “ Reporting Persons ”), pursuant to an Agreement of Joint Filing incorporated
by reference herein in accordance with Rule 13d-1(k)(1) under the Act.
	TPG Pace Governance,
LLC, a Cayman Islands limited liability company is the managing member of TPG Pace Tech Opportunities Sponsor, which directly
holds (i) 11,090,000 Class F Ordinary Shares, par value $0.0001 (“ Class F Shares ”) and (ii) 7,333,333
warrants (the “ Warrants ”).
	Pursuant to the Issuer’s
Amended & Restated Memorandum and Articles of Association, the Class F Shares will automatically convert into Class A
Shares at the time of the Issuer’s initial business combination on a one-for-one basis, subject to adjustment. Each
Warrant is initially exercisable for one Class A Share, at an initial exercise price (the “ Exercise Price ”)
of $11.50. The number of Class A Shares issuable upon exercise of the Warrants and the Exercise Price are subject to
certain adjustments as set forth in the Warrant Agreement dated as of October 9, 2020 between the Issuer and Continental
Stock Transfer & Trust Company, as warrant agent.
	TPG Pace Governance,
LLC is controlled by a committee whose members are David Bonderman, James G. Coulter and Karl Peterson. Because
of the relationship between Messrs. Bonderman, Coulter and Peterson to TPG Pace Tech Opportunities Sponsor, each of Messrs.
Bonderman, Coulter and Peterson may therefore be deemed to be the beneficial owners of the securities held by TPG Pace Tech
Opportunities Sponsor. Messrs. Bonderman, Coulter and Peterson disclaim beneficial ownership of such securities
except to the extent of their pecuniary interest therein.
Item 2(b).	Address of Principal
Business Office or, if none, Residence:
	The principal business address of each
of the Reporting Persons is as follows:
	c/o TPG Global, LLC
	301 Commerce Street, Suite 3300
	Fort Worth, Texas 76102
Item 2(c).	Citizenship:
	See response to Item 4 of each of the
cover pages.
Item 2(d).	Titles of Classes
of Securities:
	Class A Ordinary Shares, par value $0.0001
(“ Class A Shares ”)

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Item 2(e).
G8990Y103

Item 3.
(a)	☐ Broker
or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).

(b) ☐ Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

(c) ☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

(d) ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e) ☐ Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f) ☐ Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g) ☐ Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h) ☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813).

| (i) | ☐ Church plan that is
excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C.
80a-3). |
| --- | --- |
| (j) | ☐ Non-U.S. institution in accordance with §240.
13d-1(b)(1)(ii)(J). |
| (k) | ☐ Group in accordance with §240.13d-1(b)(1)(ii)(K). |
| If
filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type
of institution: _____ | |

Item 4.	Ownership
(a)	Amount Beneficially Owned:
	See responses to Item 9 on each cover
page.
(b)	Percent of Class:
	See responses to Item 11 on each
cover page.
(c)	Number of shares as to which such person has:

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| (i) | Sole
power to vote or to direct the vote: See
responses to Item 5 on each cover page. |
| --- | --- |
| (ii) | Shared
power to vote or to direct the vote: See
responses to Item 6 on each cover page. |
| (iii) | Sole
power to dispose or to direct the disposition of: See
responses to Item 7 on each cover page. |
| (iv) | Shared
power to dispose or to direct the disposition of: See
responses to Item 8 on each cover page. |

| Item 5. | Ownership of Five Percent
or Less of a Class. |
| --- | --- |
| | If this statement is being filed to report the
fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the following ☐. |
| Item 6. | Ownership of More than Five Percent on Behalf
of Another Person. |
| | Not Applicable. |
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
| | See response to Item 2(a) above. |
| Item 8. | Identification and Classification of Members
of the Group. |
| | Not Applicable. |
| Item 9. | Notice of Dissolution of Group. |
| | Not Applicable. |
| Item 10. | Certification. |
| | Not Applicable. |

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 12, 2021

| TPG
Pace Tech Opportunities Sponsor, Series LLC | |
| --- | --- |
| By: | /s/ Michael LaGatta |
| Name: | Michael LaGatta |
| Title: | Vice President |
| David
Bonderman | |
| By: | /s/ Gerald
Neugebauer |
| Name: | Gerald
Neugebauer, on behalf of David Bonderman (9) |
| James
G. Coulter | |
| By: | /s/ Gerald
Neugebauer |
| Name: | Gerald Neugebauer, on behalf of James G. Coulter (10) |
| Karl
Peterson | |
| By: | /s/ Michael LaGatta |
| Name: | Michael LaGatta, on behalf of Karl Peterson (11) |

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(9) Gerald Neugebauer is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated February 26, 2020, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Bonderman on March 6, 2020 (SEC File No. 001-38156).

(10) Gerald Neugebauer is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated February 26, 2020, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Coulter on March 6, 2020 (SEC File No. 001-38156).

(11) Michael LaGatta is signing on behalf of Mr. Karl Peterson pursuant to an authorization and designation letter dated March 30, 2020, which was previously filed with the Commission as an exhibit to a Schedule 13D filed by Mr. Peterson on March 30, 2020 (SEC File No. 005-90040).

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Exhibit Index

Exhibit 1 Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.*

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• Incorporated herein by reference to the Agreement of Joint Filing by TPG Group Holdings (SBS) Advisors, Inc., TPG Group Advisors (Cayman), Inc., TPG Pace Beneficial Finance Sponsor, Series LLC, TPG Pace Tech Opportunities Sponsor, Series LLC, David Bonderman, James G. Coulter and Karl Peterson, dated as of February 12, 2021, which was previously filed with the Commission as Exhibit 1 to Schedule 13G filed by TPG Group Holdings (SBS) Advisors, Inc., TPG Group Advisors (Cayman), Inc., David Bonderman and James G. Coulter on February 12, 2021.

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