X0306 4 2015-10-25 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 Class F Ordinary Shares 2015-10-25 4 J 0 250000 D Class A Ordinary Shares 250000 11090000 I See Explanation of Responses On October 25, 2015, TPACE Sponsor Corp. ("TPACE") forfeited at no cost 250,000 Class F ordinary shares, par value $0.0001 per share (the "Class F Shares"), of Pace Holdings Corp. (the "Issuer") in connection with the election by the underwriters of the Issuer's initial public offering to decline in part to exercise an option granted to them to cover over-allotments. Pursuant to the Amended and Restated Memorandum and Articles of Association of the Issuer, Class F Shares automatically convert into Class A ordinary shares of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment. 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. (5) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (6) 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. (7) Clive Bode is signing on behalf of Mr. Peterson pursuant to the authorization and designation letter dated September 4, 2015, which is attached here as an exhibit. /s/ Clive Bode, Vice President, TPACE Sponsor Corp. (5) 2015-10-27 /s/ Clive Bode, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (5) 2015-10-27 /s/ Clive Bode on behalf of David Bonderman (5)(6) 2015-10-27 /s/ Clive Bode on behalf of James G. Coulter (5)(6) 2015-10-27 /s/ Clive Bode on behalf of Karl Peterson (5)(7) 2015-10-27