SEC FORM 4

SEC Form 4

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^*

OLLWERTHER ROBERT D

(Last)

(First)

(Middle)

C/O TPG GLOBAL, LLC

301 COMMERCE ST., SUITE 3300

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TPG Specialty Lending, Inc. [ TSLX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2014

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽²⁾⁽³⁾	11/07/2014		P		8,000	A	$17.678⁽¹⁾	8,000	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $17.58 to $17.97, inclusive. The reporting person undertakes to provide to TPG Specialty Lending, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "Commission"), upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

2. Mr. Ollwerther is the Chief Operating Officer of the Issuer and a Managing Director of TPG Special Situations Partners, which is affiliated with TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation ("Group Advisors"), and Tarrant Capital Advisors, Inc., a Delaware corporation ("Tarrant Capital"). As of the date hereof, Group Advisors may be deemed to beneficially own 2,799,817 shares of Common Stock (the "TSL Stock") of the Issuer. As of the date hereof, Tarrant Capital may be deemed to beneficially own (i) 2,375,225 shares of the TSL Stock, (ii) 435,346 shares of Common Stock held by TSL FOF, L.P., a Delaware limited partnership, and (iii) 66 shares of Common Stock held by Tarrant Advisors, Inc., a Texas corporation.

3. Mr. Ollwerther disclaims beneficial ownership of the shares of Common Stock that are or may be beneficially owned by Group Advisors or Tarrant Capital or any of their respective affiliates. 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 Mr. Ollwerther is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities of the Issuer directly held by Group Advisors, Tarrant Capital or any of their affiliates.

Remarks:

(4) Ronald Cami is signing on behalf of Mr. Ollwerther pursuant to the authorization and designation letter dated May 6, 2014, which was previously filed with the Commission as an exhibit to a Form 3 filed by Mr. Ollwerther on May 16, 2014 (SEC File No. 001-36364).

	/s/ Ronald Cami, on behalf of Robert Ollwerther (4)	11/12/2014
	** 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).
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