X0306 4 2015-09-16 0 0001644509 Pace Holdings Corp. PACE 0001652685 TPACE Sponsor Corp. C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 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 0000860866 BONDERMAN DAVID C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 1 0 1 0 0001099776 COULTER JAMES G C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 1 0 1 0 0001425873 Peterson Karl Mr. C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 1 1 1 0 President and CEO Warrants 2015-09-16 4 P 0 22000000 0.50 A Class A ordinary shares 7333333.33 22000000 I See Explanation of Responses On September 16, 2015, TPACE Sponsor Corp. ("TPACE") purchased from Pace Holdings Corp. (the "Issuer") 22,000,000 warrants (the "Warrants"). Each Warrant is initially exercisable for one-third of one Class A ordinary share (a "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 (a) commencing on the later of (i) the date that is 30 days after the first date on which the Issuer completes a business combination and (ii) September 16, 2016 and (b) terminating on the earlier of (i) the date that is five years after the date on which the Company completes its initial business combination and (ii) the liquidation of the Issuer if it fails to consummate a business combination. The sole director of TPACE is Karl Peterson, and the sole shareholders of TPACE are Mr. Peterson and TPG Holdings III, L.P. ("TPG Holdings III"). David Bonderman and James G. Coulter are officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with TPACE, Messrs. Bonderman, Coulter and Peterson, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., 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 general partner of TPG Holdings III. 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 TPACE. 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 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. (6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (7) Clive Bode is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated June 19, 2015, which were previously filed with the Securities and Exchange Commission. (8) Clive Bode is signing on behalf of Mr. Peterson pursuant to the authorization and designation letter dated September 4, 2015, which was previously filed with the Securities and Exchange Commission. /s/ Clive Bode, Vice President, TPACE Sponsor Corp. (6) 2015-09-18 /s/ Clive Bode, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (6) 2015-09-18 /s/ Clive Bode on behalf of David Bonderman (6)(7) 2015-09-18 /s/ Clive Bode on behalf of James G. Coulter (6)(7) 2015-09-18 /s/ Clive Bode on behalf of Karl Peterson (6)(8) 2015-09-18