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Form 4/A Thryv Holdings, Inc. For: Oct 15 Filed by: Mudrick Jason

August 3, 2021 9:39 PM EDT
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)
10/15/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
10/19/2020
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
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
Stock Option(right to buy) $ 13.82 10/15/2020   A   55,556 (2)     (2) 10/15/2030 Common Stock 55,556 $ 0 55,556 I See notes (1) (3)
Explanation of Responses:
1. This Form 4 amendment (the "Amended Form 4") amends and restates the original Form 4 filing, dated October 19, 2020 (the "Original Form 4"), in its entirety to make certain corrections and clarifications. The Amended Form 4 is filed by Jason Mudrick. Mudrick Capital Management, L.P. and Verto Direct Opportunity II, LP.
2. This Option granted to Mr. Mudrick becomes exercisable in four equal annual installments on each of October 15, 2021, October 15, 2022, October 15, 2023 and October 15, 2024, subject to Mr. Mudrick's continuous service on the Issuer's Board of Directors on each applicable vesting date.
3. Mr. Mudrick is the sole member of Mudrick Capital Management, LLC, which is the general partner of Mudrick Capital Management, L.P., which in turn is the investment manager of each of Mudrick Distressed Opportunity Drawdown Fund, LP; Mudrick Distressed Opportunity Drawdown Fund II, LP; Verto Direct Opportunity II, LP; Boston Patriot Batterymarch St LLC; Blackwell Partners LLC Series A; Mercer QIF Fund PLC; Trustees of Grinnell College; P Mudrick LTD; and Mudrick Distressed Opportunity Specialty Fund, LP. Pursuant to Mudrick Capital Management's operating policies, such funds may have an indirect pecuniary interest in the securities issued to Mr. Mudrick for his service on the Issuer's board through a partial fee offset based on Mudrick Capital Management, L.P.'s various arrangements with the funds. The Reporting Persons disclaim beneficial ownership of the securities of the Issuer reported herein except to the extent of each person's or entity's pecuniary interest therein, if any.
See Exhibit 99.1 for Signatures 08/03/2021
** 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 Event Requiring Statement:
October 15, 2020
   
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
 
August 3, 2021


Exhibit 99.1

Joint Filer Information

Name of Joint Filer:
Jason Mudrick
   
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 Event Requiring Statement:
October 15, 2020
   
Designated Filer:
Mudrick Capital Management, L.P.
   
Signature:
 
   
By:
/s/ Jason Mudrick
 
Jason Mudrick
 
   
August 3, 2021
 


Exhibit 99.1

Joint Filer Information

Name of Joint Filer:
Verto Direct Opportunity II, 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 Event Requiring Statement:
October 15, 2020
   
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
 
August 3, 2021





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