0000947871-22-000058.txt : 20220113 0000947871-22-000058.hdr.sgml : 20220113 20220113194927 ACCESSION NUMBER: 0000947871-22-000058 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220112 FILED AS OF DATE: 20220113 DATE AS OF CHANGE: 20220113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sisitsky Todd Benjamin CENTRAL INDEX KEY: 0001407884 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41222 FILM NUMBER: 22530188 MAIL ADDRESS: STREET 1: TPG CAPITAL STREET 2: 345 CALIFORNIA STREET, SUITE 3800 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TPG Inc. CENTRAL INDEX KEY: 0001880661 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] 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 X0306 4 2022-01-12 0 0001880661 TPG Inc. TPG 0001407884 Sisitsky Todd Benjamin 301 COMMERCE STREET SUITE 3300 FORT WORTH TX 76102 1 1 0 0 President Class A Common Stock 2022-01-12 4 M 0 616949 A 616949 I By Personal Investment Vehicle Class A Common Stock 2022-01-12 4 M 0 61017 A 61017 I By Personal Investment Vehicle on behalf of Family Trusts Restricted Stock Units 2022-01-13 4 A 0 338983 A 338983 D TPG Partner Holdings, L.P. Units 2022-01-12 4 A 0 10772398 A Class A Common Stock 10772398 10772398 I By Personal Investment Vehicle TPG Partner Holdings, L.P. Units 2022-01-12 4 A 0 1065402 A Class A Common Stock 1065402 1065402 I By Personal Investment Vehicle on behalf of Family Trusts TPG Partner Holdings, L.P. Units 2022-01-12 4 M 0 616949 D Class A Common Stock 616949 10155449 I By Personal Investment Vehicle TPG Partner Holdings, L.P. Units 2022-01-12 4 M 0 61017 D Class A Common Stock 61017 1004385 I By Personal Investment Vehicle on behalf of Family Trusts Performance Stock Units 2022-01-13 4 A 0 338983 0 A Class A Common Stock 338983 338983 D Pursuant to the restructuring of the TPG Operating Group, as disclosed in the prospectus of TPG Inc. (the "Issuer"), filed with the Securities and Exchange Commission on January 4, 2022 (the "Prospectus"), the Reporting Person, as a partner of TPG Partner Holdings, L.P. ("Partner Holdings") prior to the Issuer's initial public offering, received units ("TPH Units") of Partner Holdings. Pursuant to an exchange agreement, as disclosed in the Prospectus, 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 the TPG Operating Group 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. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A common stock. 25% of the RSUs will vest on each of the second, third, fourth and fifth anniversaries of the date of grant, subject to the Reporting Person's continuous service through the vesting date. Each performance stock unit ("PSU") represents a contingent right to receive one share of Class A common stock when both the service and performance conditions are satisfied. 25% of the PSUs will service-vest on each of the second, third, fourth and fifth anniversaries of the date of grant. 50% of the PSUs will performance-vest on each of the first day following the date on which the 30-day volume weighted average trading price of a share of Class A common stock equals or exceeds (x) 1.5x the initial public offering price (the "1.5x measure") and (y) 2.0x the initial public offering price (the "2.0x measure"). The PSUs with respect to the 1.5x measure will be forfeited if the 1.5x measure is not achieved prior to the fifth anniversary of the grant date and the PSUs with respect to the 2.0x measure will be forfeited if the 2.0x measure is not achieved prior to the eighth anniversary of the grant date. 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. 7. Bradford Berenson is signing on behalf of Mr. Sisitsky pursuant to the power of attorney dated December 30, 2021, which was previously filed with the Securities and Exchange Commission. /s/ Bradford Berenson, as attorney-in-fact (7) 2022-01-13