X0306 4 2017-03-10 1 0001644509 Pace Holdings Corp. PACE 0001652685 TPG Pace Holdings, LLC C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 1 0 1 0 0001495741 TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 1 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 A Ordinary Shares 2017-03-10 4 A 0 800000 10 A 895000 I See Explanation of Responses Class A Ordinary Shares 2017-03-10 4 D 0 800000 D 0 I See Explanation of Responses Warrants (right to buy) 2017-03-10 4 A 0 2000000 A Class A ordinary shares 2000000 2000000 I See Explanation of Responses Warrants (right to buy) 2017-03-10 4 D 0 2000000 D Class A ordinary shares 2000000 0 I See Explanation of Responses Class F Ordinary Shares 2017-03-10 4 D 0 3750000 D Class A Ordinary Shares 3750000 7340000 I See Explanation of Responses Class F Ordinary Shares 2017-03-10 4 D 0 7340000 D Class A Ordinary Shares 7340000 0 I See Explanation of Responses Warrants (right to buy) 2017-03-10 4 D 0 7333333 D Class A ordinary shares 2444444.33 14666667 I See Explanation of Responses Warrants (right to buy) 2017-03-10 4 D 0 14666667 D Class A ordinary shares 4888889 0 I See Explanation of Responses In connection with the merger of Pace Holdings Corp. (the "Issuer") with and into New PACE Holdings Corp. ("New Pace") and a series of related transactions (collectively, the "Business Combination"), the Issuer issued to, Karl Peterson, David Bonderman and James G. Coulter, who held directly or indirectly (collectively, the "Class A Holders"), 300,000, 300,000 and 200,000, respectively, Class A ordinary shares, par value $0.0001 (the "Class A Shares"), at a purchase price of $10.00 per Class A Share. The Class A Holders disposed of their Class A Shares in the Business Combination, ultimately receiving ordinary shares, par value (euro) 0.10 per share (the "Holdco Shares"), of Porto Holdco B.V. ("Holdco"). In connection with the Business Combination, the Issuer issued to TPG Pace Sponsor, LLC (formerly TPACE Sponsor Corp.) ("TPG Pace Sponsor") 2,000,000 warrants (the "Earnout Warrants"). The Earnout Warrants were exercisable for a period of five years in the event that the closing price of the Class A Shares on the NASDAQ Capital Market (or a successor) was greater than $13.00 for a period of more than 20 days out of 30 consecutive trading days, subject to adjustment, at an initial exercise price of (euro) 0.10 per share. TPG Pace Sponsor disposed of the Earnout Warrants in the Business Combination, ultimately receiving warrants to acquire Holdco Shares. TPG Pace Sponsor (i) forfeited at no cost in connection with the Business Combination 3,750,000 Class F ordinary shares, par value $0.0001 per share (the "Class F Shares"), of the Issuer and (ii) disposed of 7,340,000 Class F Shares in the Business Combination, ultimately receiving 7,340,000 Holdco Shares. Pursuant to the Amended and Restated Memorandum and Articles of Association of the Issuer, the Class F Shares were to 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. TPG Pace Sponsor (i) forfeited at no cost in connection with the Business Combination 7,333,333 warrants acquired in a private placement (the "Private Placement Warrants") and (ii) disposed of 14,666,667 Private Placement Warrants in the Business Combination, ultimately receiving 14,666,667 private placement warrants of Holdco. Each Private Placement Warrant was exercisable for one-third of one Class A Share at an initial exercise price of one third of $11.50 per one-third Class A Share, subject to adjustment. The sole members of TPG Pace Sponsor are Karl Peterson and TPG Holdings III, L.P., whose general partner is TPG Holdings III-A, L.P., whose general partner is TPG Holdings III-A, Inc., whose sole shareholder is TPG Group Holdings (SBS), L.P., whose general partner is TPG Group Holdings (SBS) Advisors, LLC, whose sole member is TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with TPG Pace Sponsor, Messrs. Bonderman, Coulter and Peterson, the "Reporting Persons"), whose sole shareholders are Messrs. Bonderman and Coulter. 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 their respective direct or indirect pecuniary interests therein. 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) 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. (11) David Reintjes 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/ Michael LaGatta, Vice President, TPG Pace Sponsor, LLC (9) 2017-03-14 /s/ Michael LaGatta, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (9) 2017-03-14 /s/ Clive Bode on behalf of David Bonderman (9)(10) 2017-03-14 /s/ Clive Bode on behalf of James G. Coulter (9)(10) 2017-03-14 /s/ David Reintjes on behalf of Karl Peterson (9)(11) 2017-03-14