SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Chen Tim Chao-Ming (Last) (First) (Middle) NERDWALLET, INC. 55 HAWTHORNE, 11TH FLOOR (Street) SAN FRANCISCO CA 94105 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/03/2021	3. Issuer Name and Ticker or Trading Symbol NERDWALLET, INC. [ NRDS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class F Common Stock	(1)	(1)	Class B Common Stock	16,190,811	(1)	I	By The Tim Chen Revocable Trust(2)
Class F Common Stock	(1)	(1)	Class B Common Stock	4,405,720	(1)	I	By The Seed Investor Irrevocable Remainder Trust(3)
Class F Common Stock	(1)	(1)	Class B Common Stock	2,639,121	(1)	I	By The Seed Investor Irrevocable Remainder Trust II(4)
Class F Common Stock	(1)	(1)	Class B Common Stock	8,450,000	(1)	I	By The Seed Investor 2021 Annuity Trust(5)
Employee Stock Options (right to buy)	(6)	05/24/2026	Class A Common Stock	19,840	22.18	D
Employee Stock Options (right to buy)	(7)	05/24/2031	Class A Common Stock	455,160	20.16	D

Explanation of Responses:

1. Upon the closing of the initial public offering of the Issuer, the Class F Common Stock will be reclassified and converted into Class B Common Stock on a one-for-one basis. The Class F Common Stock has no expiration date.

2. These shares are held by The Tim Chen Revocable Trust u/a/d 3/11/2016, for which Mr. Chen serves as the trustee.

3. These shares are held by The Seed Investor Irrevocable Remainder Trust u/a/d 3/11/2016, for which Mr. Chen serves as the trustee.

4. These shares are held by The Seed Investor Irrevocable Remainder Trust II u/a/d 8/19/2019, for which Mr. Chen serves as the trustee.

5. These shares are held by The Seed Investor 2021 Annuity Trust u/a/d 2/25/2021, for which Mr. Chen serves as the trustee.

6. 25% of the shares subject to the option vest on the one-year anniversary of the 5/24/2021 Vesting Commencement Date ("VCD") and remaining shares vest as to 25% of the shares subject to the option on the 24th day of January of each of 2023, 2024 and 2025, such that the option will be fully vested on 1/24/2025.

7. 25% of the shares subject to the option vest on the one-year anniversary of the 5/24/2021 VCD and 1/48th of the shares subject to the grant vest monthly thereafter, with the exception of January of each of 2023, 2024, and 2025 when only 1% of the shares subject to the option will vest. The option will be fully vested and exercisable on the fourth anniversary of the VCD.

Remarks:

EXHIBIT LIST: EX-24 Power of Attorney for Tim Chao-Ming Chen

	/s/ Bridgett Gatewood, Attorney-In-Fact for Tim Chao-Ming Chen	11/03/2021
	** 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 5 (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.
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Know all by these presents that the undersigned hereby constitutes and appoints each of the General Counsel; Senior Counsel, Corporate; Senior, Corporate Paralegal; and Senior Manager, Legal Operations, signing singly, the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of NerdWallet, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th day of October, 2021.