0000947871-24-000217.txt : 20240229 0000947871-24-000217.hdr.sgml : 20240229 20240229182233 ACCESSION NUMBER: 0000947871-24-000217 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240227 FILED AS OF DATE: 20240229 DATE AS OF CHANGE: 20240229 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COSLET JONATHAN J CENTRAL INDEX KEY: 0001180379 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41222 FILM NUMBER: 24705856 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 2024-02-27 0 0001880661 TPG Inc. TPG 0001180379 COSLET JONATHAN J 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 1 0 0 0 0 Class A Common Stock 2024-02-27 4 M 0 1000000 0 A 1000000 I By Personal Investment Vehicle Class A Common Stock 2024-02-29 4 S 0 1000000 41.64 D 0 I By Personal Investment Vehicle Class A Common Stock 40038 D Class A Common Stock 513862 I By Family Trust TPG Partners Holdings, L.P. Units 2024-02-27 4 M 0 1000000 0 D Class A Common Stock 1000000 10823496 I By Personal Investment Vehicles TPG Partners Holdings, L.P. Units Class A Common Stock 4226453 4226453 I By Family Trusts On February 27, 2024, 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, the Reporting Person exchanged 1,000,000 units ("TPH Units") of TPG Partner Holdings, L.P. ("Partner Holdings") for an equal number of shares of Class A common stock ("Class A common stock") of the Issuer. Pursuant to the Amended and Restated Exchange Agreement filed by the Issuer with 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 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. Coslet 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) 2024-02-29