0000899243-18-031628.txt : 20181221
0000899243-18-031628.hdr.sgml : 20181221
20181221192844
ACCESSION NUMBER: 0000899243-18-031628
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170930
FILED AS OF DATE: 20181221
DATE AS OF CHANGE: 20181221
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BONDERMAN DAVID
CENTRAL INDEX KEY: 0000860866
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38156
FILM NUMBER: 181250973
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 Real Estate GenPar Advisors, Inc.
CENTRAL INDEX KEY: 0001712107
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38156
FILM NUMBER: 181250974
BUSINESS ADDRESS:
STREET 1: 301 COMMERCE STREET
CITY: FORT WORTH
STATE: TX
ZIP: 76102
BUSINESS PHONE: 817-871-4000
MAIL ADDRESS:
STREET 1: 301 COMMERCE STREET
CITY: FORT WORTH
STATE: TX
ZIP: 76102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: COULTER JAMES G
CENTRAL INDEX KEY: 0001099776
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38156
FILM NUMBER: 181250975
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, Inc.
CENTRAL INDEX KEY: 0001495741
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38156
FILM NUMBER: 181250976
BUSINESS ADDRESS:
STREET 1: C/O TPG GLOBAL, LLC
STREET 2: 301 COMMERCE STREET, SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
BUSINESS PHONE: 817-871-4000
MAIL ADDRESS:
STREET 1: C/O TPG GLOBAL, LLC
STREET 2: 301 COMMERCE STREET, SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: TPG RE Finance Trust, Inc.
CENTRAL INDEX KEY: 0001630472
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 000000000
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: C/O TPG CAPITAL, L.P.
STREET 2: 345 CALIFORNIA STREET, SUITE 3300
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 415-743-1500
MAIL ADDRESS:
STREET 1: C/O TPG CAPITAL, L.P.
STREET 2: 345 CALIFORNIA STREET, SUITE 3300
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
4/A
1
doc4a.xml
FORM 4/A SUBMISSION
X0306
4/A
2017-09-30
2017-12-14
0
0001630472
TPG RE Finance Trust, Inc.
TRTX
0001495741
TPG Group Holdings (SBS) Advisors, Inc.
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
0
0
1
0
0001099776
COULTER JAMES G
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH
76102
0
0
1
0
0001712107
TPG Real Estate GenPar Advisors, Inc.
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
0
0
1
0
0000860866
BONDERMAN DAVID
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
0
0
1
0
Class A Common Stock
2017-09-30
4
J
0
751
0.00
A
Common Stock
751
1017034
I
See Explanation of Responses
Class A Common Stock
2017-12-13
4
J
0
56584
0.00
D
Common Stock
56584
960450
I
See Explanation of Responses
On September 30, 2017, a recipient of a prior grant by TPG RE Finance Trust Management, L.P. (the "Manager"), the external manager of TPG RE Finance Trust, Inc. (the "Issuer"), of shares of Class A common stock (the "Class A Common Stock") of the Issuer (as compensation for services provided by such recipient to the Issuer) forfeited 751 shares of Class A Common Stock pursuant to the terms of the grant.
On December 13, 2017, the Manager granted 56,584 shares of Class A Common Stock to certain TPG personnel, including executive officers of the Issuer, as compensation for services provided by such executive officers to the Issuer. Such shares were granted by the Manager pursuant to the terms of a compensatory plan adopted by the Manager. The Manager had acquired the shares of Class A Common Stock prior to the completion of the Issuer's initial public offering. All recipients of shares of Class A Common Stock from the Manager have entered into lock-up agreements with the underwriters of the Issuer's initial public offering.
David Bonderman and James G. Coulter are the sole shareholders of each of (i) TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors") and (ii) TPG Real Estate GenPar Advisors, Inc. ("TPG Real Estate Advisors" and, together with Group Advisors and Messrs. Bonderman and Coulter, the "Reporting Persons"). Group Advisors is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Holdings II, L.P., which is the general partner of TPG Holdings II Sub, L.P., which is the sole member of TPG Real Estate Advisors, LLC, which is the general partner of the Manager, which directly holds 33,499 shares of Class A Common Stock.
Pursuant to the Articles of Amendment and Restatement of the Issuer, each share of Class A Common Stock is convertible at any time or from time to time, at the option of the holder, for one share of common stock ("Common Stock") of the Issuer.
TPG Group Holdings (SBS), L.P. 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 general partner of TPG Holdings III, L.P. ("TPG Holdings III"), which (i) directly holds 1,811,251 shares of Common Stock and (ii) is the sole member of TPG DASA Advisors (RE) II, LLC, which is the general partner of TPG NJ DASA GenPar C, L.P., which is the general partner of TPG/NJ (RE) Partnership, L.P. ("TPG/NJ RE Partnership"), which directly holds 4,693,916 shares of Common Stock.
TPG Real Estate Advisors is the general partner of TPG RE Finance Trust Equity, L.P. ("TPG RE Finance Trust Equity" and, together with the Manager, TPG Holdings III and TPG/NJ RE Partnership, the "TPG Funds"), which directly holds 926,951 shares of Class A Common Stock.
Because of the relationship between the Reporting Persons, 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 the TPG Funds. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such 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 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.
(9) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.
(10) Bradford Berenson is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated March 13, 2018, which were previously filed with the Securities and Exchange Commission.
/s/ Michael LaGatta, **By: Michael LaGatta, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (9)
2018-12-21
/s/ Matthew Coleman, **By: Matthew Coleman, Vice President, TPG Real Estate GenPar Advisors, Inc. (9)
2018-12-21
/s/ Bradford Berenson, **By: Bradford Berenson, on behalf of David Bonderman (9) (10)
2018-12-21
/s/ Bradford Berenson, **By: Bradford Berenson, on behalf of James G. Coulter (9) (10)
2018-12-21