0000947871-24-000377.txt : 20240412
0000947871-24-000377.hdr.sgml : 20240412
20240412175751
ACCESSION NUMBER: 0000947871-24-000377
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240410
FILED AS OF DATE: 20240412
DATE AS OF CHANGE: 20240412
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: COULTER JAMES G
CENTRAL INDEX KEY: 0001099776
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41222
FILM NUMBER: 24842603
MAIL ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: TPG Inc.
CENTRAL INDEX KEY: 0001880661
STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282]
ORGANIZATION NAME: 02 Finance
IRS NUMBER: 872063362
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
BUSINESS PHONE: 817-871-4000
MAIL ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
FORMER COMPANY:
FORMER CONFORMED NAME: TPG Partners, LLC
DATE OF NAME CHANGE: 20210827
4
1
ownership.xml
X0508
4
2024-04-10
0
0001880661
TPG Inc.
TPG
0001099776
COULTER JAMES G
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
1
1
1
0
Executive Chairman
0
TPG Partner Holdings, L.P. Units
2024-04-10
4
A
0
81990
0
A
Class A Common Stock
81990
34980859
I
By Personal Investment Vehicles
On April 10, 2024, 81,990 additional units ("TPH Units") of TPG Partner Holdings, L.P. ("Partner Holdings") were allocated automatically to the Reporting Person in accordance with Partner Holdings' limited partnership agreement upon their forfeiture by a former partner of Partner Holdings.
Pursuant to the Amended and Restated Exchange Agreement filed by TPG Inc. (the "Issuer") with the Securities and Exchange Commission (the "Commission") on November 2, 2023, TPH Units are ultimately exchangeable for cash or, at the Issuer's election, shares of Class A common stock of the Issuer on a one-for-one basis, subject to customary conversion rate adjustments and transfer restrictions (the "exchange consideration"). Upon an exchange of TPH Units, an equal number of Common Units of TPG Operating Group II, L.P. held by TPG Group Holdings (SBS), L.P. ("Group Holdings"), of which Partner Holdings is an indirect limited partner, are exchanged on a one-for-one basis for the exchange consideration, and an equal number of shares of Class B common stock of the Issuer also held by Group Holdings will be automatically cancelled for no additional consideration. Each share of Class B common stock entitles the holder to ten votes per share but carries no economic rights.
Because of the relationship between the Reporting Person and the entities holding these securities, the Reporting Person may be deemed to beneficially own these securities to the extent of the greater of the Reporting Person's direct or indirect pecuniary interest in the profits, capital accounts or distributions of the holder. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of the Reporting Person's pecuniary interest therein, if any.
Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of the Reporting Person's pecuniary interest.
5. Bradford Berenson is signing on behalf of Mr. Coulter pursuant to the power of attorney dated December 29, 2021, which was previously filed with the Commission.
/s/ Bradford Berenson, as attorney-in-fact (5)
2024-04-12