0000903423-16-000865.txt : 20160216 0000903423-16-000865.hdr.sgml : 20160215 20160216152332 ACCESSION NUMBER: 0000903423-16-000865 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160216 DATE AS OF CHANGE: 20160216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Pace Holdings Corp. CENTRAL INDEX KEY: 0001644509 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89100 FILM NUMBER: 161427200 BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817 871-4651 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET CITY: FORT WORTH STATE: TX ZIP: 76102 FORMER COMPANY: FORMER CONFORMED NAME: Paceline Holdings Corp. DATE OF NAME CHANGE: 20150609 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TPG Group Holdings (SBS) Advisors, Inc. CENTRAL INDEX KEY: 0001495741 IRS NUMBER: 271650453 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G 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 SC 13G 1 pace13g_0212.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. __)*

Under the Securities Exchange Act of 1934

Pace Holdings Corp.

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Titles of Class of Securities)

G6865N103

(CUSIP Number)

December 31, 2015

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

x Rule 13d-1(d)

* The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G6865N103				13G	Page 2 of 12
1	NAME OF REPORTING PERSON TPACE Sponsor Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER - 0 -
		6	SHARED VOTING POWER 18,423,333.33 (1)
		7	SOLE DISPOSITIVE POWER - 0 -
		8	SHARED DISPOSITIVE POWER 18,423,333.33 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,423,333.33 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 29.0% (2)
12	TYPE OF REPORTING PERSON OO

(1) Reflects (i) 11,090,000 Class A ordinary shares (“Class A Shares”) of Pace Holdings Corp. (the “Issuer”) issuable upon conversion of 11,090,000 Class F ordinary shares (“Class F Shares”) of the Issuer and (ii) 7,333,333.33 Class A Shares issuable upon exercise of 22,000,000 warrants (the “Warrants”) of the Issuer.

(2) The calculation assumes that there is a total of 63,423,333.33 Class A Shares outstanding, which is the sum of (i) the 45,000,000 Class A Shares outstanding as of January 20, 2016, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “Commission”) on January 26, 2016, (ii) the 11,090,000 Class A Shares issuable upon conversion of the Class F Shares reported herein and (iii) the 7,333,333.33 Class A Shares issuable upon exercise of the Warrants reported herein.

CUSIP No. G6865N103				13G	Page 3 of 12
1	NAME OF REPORTING PERSON TPG Group Holdings (SBS) Advisors, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER - 0 -
		6	SHARED VOTING POWER 18,423,333.33 (3)
		7	SOLE DISPOSITIVE POWER - 0 -
		8	SHARED DISPOSITIVE POWER 18,423,333.33 (3)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,423,333.33 (3)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 29.0% (4)
12	TYPE OF REPORTING PERSON CO

(3) Reflects (i) 11,090,000 Class A Shares issuable upon conversion of 11,090,000 Class F Shares and (ii) 7,333,333.33 Class A Shares issuable upon exercise of 22,000,000 Warrants.

(4) The calculation assumes that there is a total of 63,423,333.33 Class A Shares outstanding, which is the sum of (i) the 45,000,000 Class A Shares outstanding as of January 20, 2016, as reported in the Issuer’s Annual Report on Form 10-K filed with the Commission on January 26, 2016, (ii) the 11,090,000 Class A Shares issuable upon conversion of the Class F Shares reported herein and (iii) the 7,333,333.33 Class A Shares issuable upon exercise of the Warrants reported herein.

CUSIP No. G6865N103				13G	Page 4 of 12
1	NAME OF REPORTING PERSON David Bonderman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER - 0 -
		6	SHARED VOTING POWER 18,423,333.33 (5)
		7	SOLE DISPOSITIVE POWER - 0 -
		8	SHARED DISPOSITIVE POWER 18,423,333.33 (5)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,423,333.33 (5)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 29.0% (6)
12	TYPE OF REPORTING PERSON IN

(5) Reflects (i) 11,090,000 Class A Shares issuable upon conversion of 11,090,000 Class F Shares and (ii) 7,333,333.33 Class A Shares issuable upon exercise of 22,000,000 Warrants.

(6) The calculation assumes that there is a total of 63,423,333.33 Class A Shares outstanding, which is the sum of (i) the 45,000,000 Class A Shares outstanding as of January 20, 2016, as reported in the Issuer’s Annual Report on Form 10-K filed with the Commission on January 26, 2016, (ii) the 11,090,000 Class A Shares issuable upon conversion of the Class F Shares reported herein and (iii) the 7,333,333.33 Class A Shares issuable upon exercise of the Warrants reported herein.

CUSIP No. G6865N103				13G	Page 5 of 12
1	NAME OF REPORTING PERSON James G. Coulter
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER - 0 -
		6	SHARED VOTING POWER 18,423,333.33 (7)
		7	SOLE DISPOSITIVE POWER - 0 -
		8	SHARED DISPOSITIVE POWER 18,423,333.33 (7)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,423,333.33 (7)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 29.0% (8)
12	TYPE OF REPORTING PERSON IN

(7) Reflects (i) 11,090,000 Class A Shares issuable upon conversion of 11,090,000 Class F Shares and (ii) 7,333,333.33 Class A Shares issuable upon exercise of 22,000,000 Warrants.

(8) The calculation assumes that there is a total of 63,423,333.33 Class A Shares outstanding, which is the sum of (i) the 45,000,000 Class A Shares outstanding as of January 20, 2016, as reported in the Issuer’s Annual Report on Form 10-K filed with the Commission on January 26, 2016, (ii) the 11,090,000 Class A Shares issuable upon conversion of the Class F Shares reported herein and (iii) the 7,333,333.33 Class A Shares issuable upon exercise of the Warrants reported herein.

CUSIP No. G6865N103				13G	Page 6 of 12
1	NAME OF REPORTING PERSON Karl Peterson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER - 0 -
		6	SHARED VOTING POWER 18,423,333.33 (9)
		7	SOLE DISPOSITIVE POWER - 0 -
		8	SHARED DISPOSITIVE POWER 18,423,333.33 (9)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,423,333.33 (9)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 29.0% (10)
12	TYPE OF REPORTING PERSON IN

(9) Reflects (i) 11,090,000 Class A Shares issuable upon conversion of 11,090,000 Class F Shares and (ii) 7,333,333.33 Class A Shares issuable upon exercise of 22,000,000 Warrants.

(10) The calculation assumes that there is a total of 63,423,333.33 Class A Shares outstanding, which is the sum of (i) the 45,000,000 Class A Shares outstanding as of January 20, 2016, as reported in the Issuer’s Annual Report on Form 10-K filed with the Commission on January 26, 2016, (ii) the 11,090,000 Class A Shares issuable upon conversion of the Class F Shares reported herein and (iii) the 7,333,333.33 Class A Shares issuable upon exercise of the Warrants reported herein.

Item 1(a). Name of Issuer:

Pace Holdings Corp.

Item 1(b). Address of Issuer’s Principal Executive Offices:

301 Commerce Street, Suite 3300
Fort Worth, Texas 76102

Item 2(a). Name of Person Filing:

This Schedule 13G is being filed jointly by TPACE Sponsor Corp., a Cayman Islands exempted company (“TPACE”), TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation (“Group Advisors”), David Bonderman, James G. Coulter and Karl Peterson (each, a “Reporting Person” and, together, the “Reporting Persons”), pursuant to an Agreement of Joint Filing, a copy of which is filed with this Schedule 13G as Exhibit 1, in accordance with Rule 13d-1(k)(1) under the Act.

Group Advisors is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole shareholder of TPG Holdings III-A, Inc., a Cayman Islands corporation, which is the general partner of TPG Holdings III-A, L.P., a Cayman Islands limited partnership, which is the general partner of TPG Holdings III, L.P., a Delaware limited partnership (“TPG Holdings III”). TPG Holdings III and Mr. Peterson are the sole shareholders of TPACE, and Mr. Peterson is the sole director of TPACE. TPACE holds an aggregate of 11,090,000 Class F Shares and 22,000,000 Warrants. Because of Group Advisors’ and Mr. Peterson’s relationship to TPACE, each of Group Advisors and Mr. Peterson may be deemed to beneficially own the securities reported herein. Mr. Peterson disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.

David Bonderman and James G. Coulter are officers and sole shareholders of Group Advisors, and may therefore be deemed to beneficially own the securities reported herein. Messrs. Bonderman and Coulter disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.

Pursuant to the Amended and Restated Memorandum and Articles of Association of the Issuer, the Class F Shares will automatically convert into Class A Shares at the time of the Issuer’s initial business combination on a one-for-one basis, subject to adjustment.

Each Warrant is initially exercisable for one-third of one Class A Share at an initial exercise price (the “Exercise Price”) of one third of $11.50 per one-third Class A Share. The number of Class A Shares issuable upon exercise of the Warrants and the Exercise Price is subject to certain adjustments as set forth in the Warrant Agreement dated as of September 10, 2015 between the Issuer and Continental Stock Transfer & Trust Company, as warrant agent. 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) September 16, 2016 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.

Page 7 of 12

Item 2(b). Address of Principal Business Office or, if none, Residence:

The principal business address of each of the Reporting Persons is as follows:

c/o TPG Global, LLC

301 Commerce Street, Suite 3300

Fort Worth, Texas 76102

Item 2(c). Citizenship:

See responses to Item 4 on each cover page.

Item 2(d). Titles of Classes of Securities:

Class A Ordinary Shares, par value $0.0001 per share

Item 2(e). CUSIP Number:

G6865N103

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),

Check Whether the Person Filing is a(n):

(a)	¨	Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).

(b)	¨	Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

(c)	¨	Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	¨	Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f)	¨	Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)	¨	Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)	¨	Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)	¨	Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)	¨	Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J).

(k)	¨	Group in accordance with §240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________ .

Page 8 of 12

Item 4. Ownership

(a)

Amount beneficially owned:

See responses to Item 9 on each cover page.

(b)

Percent of class:

See responses to Item 11 on each cover page.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

(ii)

Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

(iii)

Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

(iv)

Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [_].

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

See response to Item 2(a) above.

Item 8. Identification and Classification of Members of the Group.

Not Applicable.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Page 9 of 12

Item 10. Certification.

Not Applicable.

Page 10 of 12

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 16, 2016

	TPACE Sponsor Corp. By: /s/ Clive Bode
	Name:	Clive Bode
	Title:	Vice President

	TPG Group Holdings (SBS) Advisors, Inc. By: /s/ Clive Bode
	Name:	Clive Bode
	Title:	Vice President

	David Bonderman

	By: /s/ Clive Bode
	Name:	Clive Bode, on behalf of David Bonderman (11)

	James G. Coulter

	By: /s/ Clive Bode
	Name:	Clive Bode, on behalf of James G. Coulter (12)

	Karl Peterson

	By: /s/ Clive Bode
	Name:	Clive Bode, on behalf of Karl Peterson (13)

_______________

(11) Clive Bode is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated June 19, 2015, which was previously filed with the Commission as an exhibit to an amendment to a Schedule 13D filed by Mr. Bonderman on June 22, 2015 (SEC File No. 005-87680).

(12) Clive Bode is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated June 19, 2015, which was previously filed with the Commission as an exhibit to an amendment to a Schedule 13D filed by Mr. Coulter on June 22, 2015 (SEC File No. 005-87680).

(13) Clive Bode is signing on behalf of Mr. Peterson pursuant to an authorization and designation letter dated September 4, 2015, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Peterson on October 27, 2015 (SEC File No. 001-37551).

Page 11 of 12

Exhibit Index

Exhibit 1

Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.

Page 12 of 12

EX-1 2 pace13gex1_0212.htm

AGREEMENT OF JOINT FILING

This joint filing agreement (this “Agreement”) is made and entered into as of this 16^th day of February 2016, by and among TPACE Sponsor Corp., TPG Group Holdings (SBS) Advisors, Inc., David Bonderman, James G. Coulter and Karl Peterson.

The parties to this Agreement hereby agree to prepare jointly and file timely (and otherwise to deliver as appropriate) all filings on any Form 3, Form 4, Form 5 or Schedule 13D or Schedule 13G, and any and all amendments thereto and any other document relating thereto (collectively, the “Filings”) required to be filed by them pursuant to the Securities Exchange Act of 1934, as amended. Each party to this Agreement further agrees and covenants to the other parties that it will fully cooperate with such other parties in the preparation and timely filing (and other delivery) of all such Filings.

This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

Dated: February 16, 2016

TPACE Sponsor Corp.

By: /s/ Clive Bode

Name: Clive Bode

Title: Vice President

TPG Group Holdings (SBS) Advisors, Inc.

By:/s/ Clive Bode

Name: Clive Bode

Title: Vice President

David Bonderman

By: /s/ Clive Bode

Name: Clive Bode, on behalf of David Bonderman (1)

James G. Coulter

By: /s/ Clive Bode

Name: Clive Bode, on behalf of James G. Coulter (2)

Karl Peterson

By: /s/ Clive Bode

Name: Clive Bode, on behalf of Karl Peterson (3)

_______________

(1) Clive Bode is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated June 19, 2015, which was previously filed with the Securities and Exchange Commission (the “Commission”) as an exhibit to an amendment to Schedule 13D filed by Mr. Bonderman on June 22, 2015 (SEC File No. 005-87680).

(2) Clive Bode is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated June 19, 2015, which was previously filed with the Commission as an exhibit to an amendment to Schedule 13D filed by Mr. Coulter on June 22, 2015 (SEC File No. 005-87680).

(3) Clive Bode is signing on behalf of Mr. Peterson pursuant to an authorization and designation letter dated September 4, 2015, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Peterson on October 27, 2015 (SEC File No. 001-37551).