SEC FORM 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person ^*

LIGHT STREET CAPITAL MANAGEMENT, LLC

(Last)

(First)

(Middle)

525 UNIVERSITY AVENUE

SUITE 300

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Nerdy Inc. [ PACE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A ordinary shares, par value $0.0001 per share	09/17/2021		P		20,086	A	$ 11.133	583,842	I ⁽²⁾ ⁽⁴⁾	See footnotes ⁽²⁾ ⁽⁴⁾
Class A ordinary shares, par value $0.0001 per share	09/17/2021		P		3,616	A	$ 11.133	108,560	I ⁽³⁾ ⁽⁴⁾	See footnotes ⁽³⁾ ⁽⁴⁾
Class A ordinary shares, par value $0.0001 per share	09/20/2021		P		540,000	A	$ 10 ⁽⁵⁾	6,336,937	I ⁽¹⁾ ⁽⁴⁾	See footnotes ⁽¹⁾ ⁽⁴⁾
Class A ordinary shares, par value $0.0001 per share	09/20/2021		P		2,200,000	A	$ 10 ⁽⁶⁾	8,536,937	I ⁽¹⁾ ⁽⁴⁾	See footnotes ⁽¹⁾ ⁽⁴⁾
Class A ordinary shares, par value $0.0001 per share	09/20/2021		P		48,210	A	$ 10 ⁽⁵⁾	632,052	I ⁽²⁾ ⁽⁴⁾	See footnotes ⁽²⁾ ⁽⁴⁾
Class A ordinary shares, par value $0.0001 per share	09/20/2021		P		11,790	A	$ 10 ⁽⁵⁾	120,350	I ⁽³⁾ ⁽⁴⁾	See footnotes ⁽³⁾ ⁽⁴⁾
Class A ordinary shares, par value $0.0001 per share	09/21/2021		P		3,257	A	$ 11.5453	635,309	I ⁽²⁾ ⁽⁴⁾	See footnotes ⁽²⁾ ⁽⁴⁾
Class A ordinary shares, par value $0.0001 per share	09/21/2021		P		543	A	$ 11.5453	120,893	I ⁽³⁾ ⁽⁴⁾	See footnotes ⁽³⁾ ⁽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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants to purchase Class A ordinary shares	$ 11.5	09/20/2021		P		900,000		⁽⁷⁾	10/09/2027	Class A ordinary shares, par value $0.0001 per sha	900,000	⁽⁸⁾	900,000	I ⁽¹⁾ ⁽⁴⁾	See footnotes ⁽¹⁾ ⁽⁴⁾
Warrants to purchase Class A ordinary shares	$ 11.5	09/20/2021		P		400,000		⁽⁷⁾	10/09/2027	Class A ordinary shares, par value $0.0001 per sha	400,000	⁽⁶⁾	400,000	I ⁽¹⁾ ⁽⁴⁾	See footnotes ⁽¹⁾ ⁽⁴⁾

Explanation of Responses:

1. The Class A ordinary shares ("Shares") are held directly for the account of Light Street Mercury Master Fund, L.P. ("Mercury"), and indirectly by Light Street Capital Management, LLC ("LSCM") and Glen Thomas Kacher ("Mr. Kacher").

2. These Shares are held directly for the account of Light Street Tungsten Master Fund, L.P. ("Tungsten"), and indirectly by LSCM and Mr. Kacher.

3. These Shares are held directly for the account of Light Street Halo, L.P. ("Halo"), and indirectly by LSCM and Mr. Kacher.

4. LSCM serves as investment adviser and general partner to Mercury, Tungsten and Halo. Mr. Kacher is the Chief Investment Officer and Founder of LSCM. Each of LSCM, Mr. Kacher, Mercury, Tungsten and Halo disclaims beneficial ownership of the Shares reported herein except to the extent of its or his pecuniary interest therein, and the inclusion of such Shares in this report shall not be deemed an admission of beneficial ownership of all of the reported Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

5. These Shares were acquired in connection with the closing of the Business Combination between the Issuer and Live Learning Technologies LLC (the "Closing"), pursuant to a Subscription Agreement with the Issuer dated January 28, 2021 (the "PIPE Financing").

6. These Shares and warrants to acquire Shares ("Warrants") were acquired in connection with the Closing, pursuant to a Forward Purchase Agreement with the Issuer dated September 23, 2020 (the "Forward Purchase Agreement"). Pursuant to the Forward Purchase Agreement, the Issuer agreed to issue to Class A Shares at a price of $10.00 per share, plus warrants to purchase one Class A Share at $11.50 per share. The transactions contemplated by the PIPE Financing and Forward Purchase Agreement closed substantially concurrently with the Closing.

7. These Warrants are exercisable beginning 30 days after the Closing and may be exercised for cash or on a cashless basis.

8. These Warrants were part of Units of the Issuer that the Reporting Persons acquired for $10 per share.

	Light Street Capital Management, LLC, By: /s/ Theo J. Robins, Chief Compliance Officer	09/21/2021
	** Signature of Reporting Person	Date
	/s/ Glen Thomas Kacher	09/21/2021
	** Signature of Reporting Person	Date
	Light Street Mercury Master Fund, L.P., By: /s/ Light Street Capital Management, LLC, By: /s/ Theo J. Robins, Chief Compliance Officer	09/21/2021
	** Signature of Reporting Person	Date
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