X0206 3 2017-07-19 0 0001630472 TPG RE Finance Trust, Inc. TRTX 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 0001712107 TPG Real Estate GenPar 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 0 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 Common Stock 6505167 I See Explanation of Responses Class A Common Stock Common Stock 1016283 I See Explanation of Responses David Bonderman and James G. Coulter are the sole shareholders of each of (i) TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors") and (ii) TPG Real Estate GenPar Advisors, Inc. ("TPG Real Estate Advisors" and, together with Group Advisors and Messrs. Bonderman and Coulter, the "Reporting Persons"). Group Advisors 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. ("TPG Holdings III"), which directly holds 1,811,251 shares of common stock ("Common Stock") of TPG RE Finance Trust, Inc. (the "Issuer"). TPG Holdings III is the sole member of TPG DASA Advisors (RE) II, LLC, which is the general partner of TPG NJ DASA GenPar C, L.P., which is the general partner of TPG/NJ (RE) Partnership, L.P. ("TPG/NJ RE Partnership"), which directly holds 4,693,916 shares of Common Stock. TPG Group Holdings (SBS), L.P. is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Holdings II, L.P., which is general partner of TPG Holdings II Sub, L.P., which is the sole member of TPG Real Estate Advisors, LLC, which is the general partner of TPG RE Finance Trust Management, L.P. ("TPG RE Finance Trust Management"), which directly holds 89,332 shares of Class A common stock ("Class A Common Stock") of the Issuer. TPG Real Estate Advisors is the general partner of TPG RE Finance Trust Equity, L.P. ("TPG RE Finance Trust Equity" and, together with TPG Holdings III, TPG/NJ RE Partnership and TPG RE Finance Trust Management, the "TPG Funds"), which directly holds 926,951 shares of Class A Common Stock. The shares of Common Stock and Class A Common Stock reported herein include shares of Common Stock and Class A Common Stock, respectively, to be received by the TPG Funds upon payment of a stock dividend declared by the Issuer on July 3, 2017 with respect to holders of record on that date. Pursuant to the Articles of Amendment and Restatement of the Issuer, each share of Class A Common Stock is convertible at any time or from time to time, at the option of the holder, for one share of Common Stock. 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 the TPG Funds. 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 3 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. /s/ Michael LaGatta, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (9) 2017-07-19 /s/ Michael LaGatta, Vice President, TPG Real Estate GenPar Advisors, Inc. (9) 2017-07-19 /s/ Clive Bode on behalf of David Bonderman (9)(10) 2017-07-19 /s/ Clive Bode on behalf of James G. Coulter (9)(10) 2017-07-19