Form 4 Thryv Holdings, Inc. For: Sep 15 Filed by: Mudrick Jason

September 17, 2021 9:28 PM EDT

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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 *
Mudrick Capital Management, L.P.

(Last) (First) (Middle)
527 MADISON AVENUE, 6TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Thryv Holdings, Inc. [ THRY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2021
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)
Code V Amount (A) or (D) Price
Common Stock 09/15/2021   S   349,332 (3) D $ 29.44 (4) 10,731,514 (5) I See notes (1) (2)
Common Stock 09/16/2021   S   95,916 (6) D $ 29.59 (7) 10,635,598 (8) I See notes (1) (2)
Common Stock 09/17/2021   S   96,699 (9) D $ 29.23 (10) 10,538,899 (11) I See notes (1) (2)
Common Stock 09/17/2021   S   740,101 (12) D $ 28.80 (13) 9,798,798 (14) I See notes (1) (2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. This Form 4 is filed by the following Reporting Persons: Mudrick Capital Management, L.P. ("MCM"), Jason Mudrick, Mudrick Distressed Opportunity Fund Global, LP, and Verto Direct Opportunity II, LP.
2. Mr. Mudrick is the sole member of Mudrick Capital Management, LLC, which is the general partner of MCM. MCM is the investment manager of the following entities: Mudrick Distressed Opportunity Fund Global, LP; Mudrick Distressed Opportunity Drawdown Fund II, LP; Verto Direct Opportunity II, LP; Boston Patriot Batterymarch St LLC; Blackwell Partners LLC Series A; and P Mudrick LTD. Mr. Mudrick is the managing member of Verto Direct Opportunity GP, LLC, which is the general partner of Verto Direct Opportunity II, LP. Each Reporting Person and each of the aforementioned entities disclaims beneficial ownership of any equity securities of the Issuer except to the extent of such person's or entity's pecuniary interest therein, if any.
3. Represents shares of Common Stock sold by the following entities: 104,244 by Mudrick Distressed Opportunity Fund Global, L.P.; 40,764 by Blackwell Partners LLC Series A; 53,740 by Boston Patriot Batterymarch St LLC; 10,173 by P Mudrick Ltd.; 47,192 by Mudrick Distressed Opportunity Drawdown Fund II, L.P.; 89,889 by Verto Direct Opportunity II, LP; and 3,330 by Verto Direct Opportunity GP, LLC (through Jason Mudrick to whom these shares were distributed in connection with the sale).
4. The shares of Common Stock were sold in multiple transactions at prices ranging from $29.17 to $30.16, inclusive. The Reporting Persons undertake to provide to the Issuer, any securityholder or the Securities and Exchange Commission upon request, fill information regarding the number shares sold at each separate price within the range.
5. Represents shares of Common Stock held by the following entities following the sale: 3,202,393 by Mudrick Distressed Opportunity Fund Global, LP; 1,252,251 by Blackwell Partners LLC Series A; 1,650,900 by Boston Patriot Batterymarch St LLC; 312,507 by P Mudrick LTD; 1,449,744 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 2,761,414 by Verto Direct Opportunity II, LP; and 102,305 by Verto Direct Opportunity GP, LLC.
6. Represents shares of Common Stock sold by the following entities: 28,622 by Mudrick Distressed Opportunity Fund Global, L.P.; 11,192 by Blackwell Partners LLC Series A; 14,756 by Boston Patriot Batterymarch St LLC; 2,793 by P Mudrick Ltd.; 12,958 by Mudrick Distressed Opportunity Drawdown Fund II, L.P.; 24,681 by Verto Direct Opportunity II, LP; and 914 by Verto Direct Opportunity GP, LLC (through Jason Mudrick to whom these shares were distributed in connection with the sale).
7. The shares of Common Stock were sold in multiple transactions at prices ranging from $29.25 to $30.07, inclusive. The Reporting Persons undertake to provide to the Issuer, any securityholder or the Securities and Exchange Commission upon request, fill information regarding the number shares sold at each separate price within the range.
8. Represents shares of Common Stock held by the following entities following the sale: 3,173,771 by Mudrick Distressed Opportunity Fund Global, LP; 1,241,059 by Blackwell Partners LLC Series A; 1,636,144 by Boston Patriot Batterymarch St LLC; 309,714 by P Mudrick LTD; 1,436,786 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 2,736,733 by Verto Direct Opportunity II, LP; and 101,391 by Verto Direct Opportunity GP, LLC.
9. Represents shares of Common Stock sold by the following entities: 28,856 by Mudrick Distressed Opportunity Fund Global, L.P.; 11,284 by Blackwell Partners LLC Series A; 14,876 by Boston Patriot Batterymarch St LLC; 2,816 by P Mudrick Ltd.; 13,063 by Mudrick Distressed Opportunity Drawdown Fund II, L.P.; 24,882 by Verto Direct Opportunity II, LP; and 922 by Verto Direct Opportunity GP, LLC (through Jason Mudrick to whom these shares were distributed in connection with the sale).
10. The shares of Common Stock were sold in multiple transactions at prices ranging from $29.01 to $29.60, inclusive. The Reporting Persons undertake to provide to the Issuer, any securityholder or the Securities and Exchange Commission upon request, fill information regarding the number shares sold at each separate price within the range.
11. Represents shares of Common Stock held by the following entities following the sale: 3,144,915 by Mudrick Distressed Opportunity Fund Global, LP; 1,229,775 by Blackwell Partners LLC Series A; 1,621,268 by Boston Patriot Batterymarch St LLC; 306,268 by P Mudrick LTD; 1,423,723 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 2,711,851 by Verto Direct Opportunity II, LP; and 100,469 by Verto Direct Opportunity GP, LLC.
12. Represents shares of Common Stock sold by the following entities: 220,853 by Mudrick Distressed Opportunity Fund Global, L.P.; 86,361 by Blackwell Partners LLC Series A; 113,855 by Boston Patriot Batterymarch St LLC; 21,552 by P Mudrick Ltd.; 99,983 by Mudrick Distressed Opportunity Drawdown Fund II, L.P.; 190,442 by Verto Direct Opportunity II, LP; and 7,055 by Verto Direct Opportunity GP, LLC (through Jason Mudrick to whom these shares were distributed in connection with the sale).
13. The shares of Common Stock were sold in multiple transactions at prices ranging from $28.56 to $29.00, inclusive. The Reporting Persons undertake to provide to the Issuer, any securityholder or the Securities and Exchange Commission upon request, fill information regarding the number shares sold at each separate price within the range.
14. Represents shares of Common Stock held by the following entities following the sale: 2,924,062 by Mudrick Distressed Opportunity Fund Global, LP; 1,143,414 by Blackwell Partners LLC Series A; 1,507,413 by Boston Patriot Batterymarch St LLC; 285,346 by P Mudrick LTD; 1,323,740 by Mudrick Distressed Opportunity Drawdown Fund II, LP; 2,521,409 by Verto Direct Opportunity II, LP; and 93,414 by Verto Direct Opportunity GP, LLC.
Remarks:
Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference.
See Signatures Included in Exhibit 99.1 09/17/2021
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exhibit 99.1

Joint Filer Information

Name of Joint Filer:
Mudrick Capital Management, L.P.
Address of Joint Filer:
527 Madison Avenue, 6th Floor
New York, NY 10022
Relationship of Joint Filer to Issuer:
10% Owner; Director
Issuer Name and Ticker or Trading Symbol:
Thryv Holdings, Inc. [THRY]
Date of Earliest Transaction Required to be Reported:
September 15, 2021
Designated Filer:
Mudrick Capital Management, L.P.

Signature:

Mudrick Capital Management, L.P.
 
By:
Mudrick Capital Management, LLC, its general partner
 

By:
/s/ Jason Mudrick
 
Name:
Jason Mudrick
 
Title:
Managing Member
 
September 17, 2021
 


Exhibit 99.1
Joint Filer Information

Name of Joint Filer:
Jason Mudrick
Address of Joint Filer:
c/o Mudrick Capital Management, L.P.
527 Madison Avenue, 6th Floor
New York, NY 10022
Relationship of Joint Filer to Issuer:
Director; 10% Owner
Issuer Name and Ticker or Trading Symbol:
Thryv Holdings, Inc. [THRY]
Date of Earliest Transaction Required to be Reported:
September 15, 2021
Designated Filer:
Mudrick Capital Management, L.P.

Signature:

By:
/s/  Jason Mudrick  
Name:
Jason Mudrick
 
September 17, 2021
 


Exhibit 99.1

Joint Filer Information

Name of Joint Filer:
Mudrick Distressed Opportunity Fund Global, LP
Address of Joint Filer:
527 Madison Avenue, 6th Floor
New York, NY 10022
Relationship of Joint Filer to Issuer:
10% Owner; Director
Issuer Name and Ticker or Trading Symbol:
Thryv Holdings, Inc. [THRY]
Date of Earliest Transaction Required to be Reported:
September 15, 2021
Designated Filer:
Mudrick Capital Management, L.P.

Signature:

Mudrick Distressed Opportunity Fund Global, LP
 
By:
Mudrick GP, LLC
 

By:
/s/ Jason Mudrick  
Name:
Jason Mudrick
 
Title:
Sole Member
 
September 17, 2021
 


Exhibit 99.1

Joint Filer Information

Name of Joint Filer:
Verto Direct Opportunity II LP
Address of Joint Filer:
c/o Mudrick Capital Management, L.P.
527 Madison Avenue, 6th Floor
New York, NY 10022
Relationship of Joint Filer to Issuer:
10% Owner; Director
Issuer Name and Ticker or Trading Symbol:
Thryv Holdings, Inc. [THRY]
Date of Earliest Transaction Required to be Reported:
September 15, 2021
Designated Filer:
Mudrick Capital Management, L.P.

Signature:

Verto Direct Opportunity II LP
 
By:
Verto Direct Opportunity GP, LLC, its general partner
 

By: 
/s/  Jason Mudrick  
Name:
Jason Mudrick
 
Title:
Sole Member
 
September 17, 2021
 





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