0000947871-22-000985.txt : 20220916 0000947871-22-000985.hdr.sgml : 20220916 20220916183112 ACCESSION NUMBER: 0000947871-22-000985 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220916 FILED AS OF DATE: 20220916 DATE AS OF CHANGE: 20220916 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WINKELRIED JON CENTRAL INDEX KEY: 0001366946 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41222 FILM NUMBER: 221249056 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 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 4 1 ownership.xml X0306 4 2022-09-16 0 0001880661 TPG Inc. TPG 0001366946 WINKELRIED JON 301 COMMERCE STREET SUITE 3300 FORT WORTH TX 76102 1 1 1 0 Chief Executive Officer TPG Partners Holdings, L.P. Units 2022-09-16 4 A 0 37004 0 A Class A Common Stock 37004 12210523 D TPG Partners Holdings, L.P. Units 2022-09-16 4 A 0 11556 0 A Class A Common Stock 11556 3918811 I By Personal Investment Vehicle TPG Partners Holdings, L.P. Units 2022-09-16 4 A 0 5775 0 A Class A Common Stock 5775 1958203 I By Family Trust On September 16, 2022, 54,335 additional units ("TPH Units") of TPG Partner Holdings, L.P. ("Partner Holdings") were allocated automatically to the Reporting Person in accordance with Partner Holdings' limited partnership agreement upon their forfeiture by a former partner of Partner Holdings. 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 "Prospectus"), TPH Units are ultimately exchangeable for cash or, at the Issuer's election, shares of Class A common stock of the Issuer on a one-for-one basis, subject to customary conversion rate adjustments and transfer restrictions (the "exchange consideration"). Upon an exchange of TPH Units, an equal number of Common Units of the TPG Operating Group held by TPG Group Holdings (SBS), L.P. ("Group Holdings"), of which Partner Holdings is an indirect limited partner, are exchanged on a one-for-one basis for the exchange consideration, and an equal number of shares of Class B common stock of the Issuer 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 Person and the entities holding these securities, the Reporting Person may be deemed to beneficially own these securities to the extent of the greater of the Reporting Person's direct or indirect pecuniary interest in the profits, capital accounts or distributions of the holder. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of the 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 Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of the Reporting Person's pecuniary interest. 5. Bradford Berenson is signing on behalf of Mr. Winkelried pursuant to the power of attorney dated December 29, 2021, which was previously filed with the Securities and Exchange Commission. /s/ Bradford Berenson, as attorney-in-fact (5) 2022-09-16