X0306 4 2017-06-16 0 0001698990 TPG Pace Energy Holdings Corp. TPGE 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 0 0 1 0 Class F Common Stock 2017-06-16 4 J 0 1000000 D Class A Common Stock 1000000 16090000 I See Explanation of Responses On June 16, 2017, TPG Pace Energy Sponsor, LLC ("Pace Energy Sponsor") forfeited at no cost 1,000,000 shares of Class F common stock, par value $0.0001 per share (the "Class F Shares"), of TPG Pace Energy 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 Certificate of Incorporation of the Issuer, the Class F Shares are convertible into shares of Class A Common Stock of the Issuer on a one-for-one basis, subject to adjustment, at any time at the option of the holder thereof and automatically on the closing of the Issuer's initial business combination. David Bonderman and James G. Coulter are the sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, 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, L.P., which is the sole member of TPG Pace Governance, LLC, which is the managing member of Pace Energy Sponsor. 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. (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. /s/ Michael LaGatta, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (5) 2017-06-20 /s/ Clive Bode on behalf of David Bonderman (5)(6) 2017-06-20 /s/ Clive Bode on behalf of James G. Coulter (5)(6) 2017-06-20