0000947871-22-000035.txt : 20220113 0000947871-22-000035.hdr.sgml : 20220113 20220113163344 ACCESSION NUMBER: 0000947871-22-000035 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220113 FILED AS OF DATE: 20220113 DATE AS OF CHANGE: 20220113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TPG Group Holdings (SBS), L.P. CENTRAL INDEX KEY: 0001903791 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41222 FILM NUMBER: 22529396 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TPG Partner Holdings, L.P. CENTRAL INDEX KEY: 0001903747 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41222 FILM NUMBER: 22529397 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TPG Group Holdings (SBS) Advisors, LLC CENTRAL INDEX KEY: 0001903800 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41222 FILM NUMBER: 22529398 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TPG GP A, LLC CENTRAL INDEX KEY: 0001903793 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41222 FILM NUMBER: 22529399 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 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 3 1 ownership.xml X0206 3 2022-01-13 0 0001880661 TPG Inc. TPG 0001903793 TPG GP A, LLC 301 COMMERCE STREET SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0001903800 TPG Group Holdings (SBS) Advisors, LLC 301 COMMERCE STREET SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0001903747 TPG Partner Holdings, L.P. 301 COMMERCE STREET SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0001903791 TPG Group Holdings (SBS), L.P. 301 COMMERCE STREET SUITE 3300 FORT WORTH TX 76102 0 0 1 0 Class A Common Stock 33898 I See Explanation of Responses Class A Common Stock 16949 D TPG Operating Group Common Units Class A Common Stock 229652641 I See Explanation of Responses Represents securities held by TPG Group Holdings (SBS), L.P. ("Group Holdings"), of which (i) the general partner is TPG Group Holdings (SBS) Advisors, LLC, the managing member of which is TPG GP A, LLC ("GP LLC"); and (ii) the sole limited partner is TPG New Holdings, LLC, of which (a) the managing member is TPG Group Advisors (Cayman), Inc. ("Advisors"), of which the sole shareholder is TPG Group Advisors (Cayman), LLC, of which the sole member is GP LLC; and (b) the member is TPG Partner Holdings, L.P., ("Partner Holdings") of which the general partner is Advisors. Pursuant to an exchange agreement, as disclosed in the prospectus of TPG Inc. (the "Issuer"), filed with the Securities and Exchange Commission on January 4, 2022, the common units ("Common Units") of the TPG Operating Group 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 compliance with lock-up, vesting and transfer restrictions and the terms of the exchange agreement. Upon an exchange of the Common Units, an equal number of shares of Class B common stock of the Issuer accompanying the Common Units and 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 Persons and the entities holding these securities, the Reporting Persons may be deemed to beneficially own these securities to the extent of the greater of the Reporting Persons' direct or indirect pecuniary interest in the profits, capital accounts or distributions of the holder. The Reporting Persons disclaim beneficial ownership of these securities, except to the extent of the Reporting Persons' 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 Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of the Reporting Persons' pecuniary interest. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. TPG GP A, LLC By /s/ Bradford Berenson (in his capacity as General Counsel) 2022-01-13 TPG Group Holdings (SBS) Advisors, LLC By /s/ Bradford Berenson (in his capacity as General Counsel) 2022-01-13 TPG Partner Holdings, L.P. By /s/ Michael LaGatta (in his capacity as Vice President of TPG Group Advisors (Cayman), Inc., the General Partner of TPG Partner Holdings, L.P.) 2022-01-13 TPG Group Holdings (SBS), L.P. By /s/ Bradford Berenson (in his capacity as General Counsel of TPG Group Holdings (SBS) Advisors, LLC, the General Partner of TPG Group Holdings (SBS), L.P.) 2022-01-13