0001387131-22-000609.txt : 20220121 0001387131-22-000609.hdr.sgml : 20220121 20220121182625 ACCESSION NUMBER: 0001387131-22-000609 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220112 FILED AS OF DATE: 20220121 DATE AS OF CHANGE: 20220121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WINKELRIED JON CENTRAL INDEX KEY: 0001366946 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40737 FILM NUMBER: 22547019 MAIL ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 FORMER NAME: FORMER CONFORMED NAME: JON WINKELRIED DATE OF NAME CHANGE: 20060621 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: 001-40737 FILM NUMBER: 22547020 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: AfterNext HealthTech Acquisition Corp. CENTRAL INDEX KEY: 0001865975 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 981595329 STATE OF INCORPORATION: E9 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 3 1 aftr-form3_011222.xml FORM 3 - AFTERNEXT HEALTHTECH ACQUISITION CORP. X0206 3 2022-01-12 0 0001865975 AfterNext HealthTech Acquisition Corp. AFTR 0001903793 TPG GP A, LLC C/O TPG INC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 1 0 1 0 0001366946 WINKELRIED JON C/O TPG INC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 1 0 1 0 Class F Ordinary Shares Class A Ordinary Shares 6050000 I See Explanation of Responses Warrants (right to buy) Class A Ordinary Shares 4666667 I See Explanation of Responses On January 12, 2022, in connection with TPG Inc.'s initial public offering, TPG Inc. engaged in certain transactions as part of a corporate reorganization. As a result of the reorganization, TPG GP A, LLC ("TPG GP A") replaced TPG Group Holdings (SBS) Advisors, Inc. as the managing member of TPG Group Holdings (SBS) Advisors, LLC and thus is replacing TPG Group Holdings (SBS) Advisors, Inc. as a Reporting Person for purposes of filings under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including as it relates to the securities of AfterNext HealthTech Acquisition Corp. (the "Issuer"). TPG GP A is owned by entities owned by Messrs. David Bonderman, James G. Coulter and Jon Winkelried (together with TPG GP A, the "Reporting Persons"). Because of the relationship of Messrs. Bonderman, Coulter and Winkelried to TPG GP A, each of Messrs. Bonderman, Coulter and Winkelried may be deemed to beneficially own the securities of the Issuer held by AfterNext HealthTech Sponsor (as defined below). Messrs. Bonderman and Coulter previously disclosed their beneficial ownership of the securities of the Issuer on a Form 3 filed August 11, 2021. Mr. Winkelried does not directly own any securities of the Issuer. TPG GP A is the managing member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which holds 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., which is the controlling shareholder of TPG GP Co, Inc., which is the sole shareholder of TPG Holdings III-A, Inc., which is the general partner of TPG Holdings III-A, L.P., which is the sole member of TPG HealthTech Governance, LLC, which is the managing member of AfterNext HealthTech Sponsor, Series LLC ("AfterNext HealthTech Sponsor"), which directly holds 6,050,000 Class F Ordinary Shares, par value $0.0001 per share (the "Class F Shares") of the Issuer, and 4,666,667 warrants (the "Warrants"). Pursuant to the Issuer's Memorandum and Articles of Association, as amended, the Class F Shares will automatically convert into Class A Ordinary Shares, par value $0.0001 per share ("Class A Shares"), of the Issuer at the time of the Issuer's initial business combination, subject to adjustment. The Warrants may be exercised during the period (i) commencing on the later of (a) the date that is 30 days after the first date on which the Issuer completes a business combination and (b) August 16, 2022 (provided in each case that the Issuer has an effective registration statement under the Securities Act of 1933, as amended, covering the Class A Shares issuable upon exercise of the Warrants) and (ii) terminating on the earlier of (a) the date that is five years after the date on which the Issuer completes its initial business combination and (b) the liquidation of the Issuer if it fails to consummate a business combination. Because of the relationship between the Reporting Persons and AfterNext HealthTech Sponsor, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of AfterNext HealthTech Sponsor. Each of AfterNext HealthTech Sponsor and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of AfterNext HealthTech Sponsor's or such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under 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 their respective pecuniary interests. 8. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. 9. Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to authorization and designation letter dated October 12, 2020, which was previously filed with the Securities and Exchange Commission. /s/ Bradford Berenson, General Counsel, TPG GP A, LLC (8) 2022-01-21 /s/ Gerald Neugebauer on behalf of Jon Winkelried (8)(9) 2022-01-21