X0306 4 2017-08-30 0 0000095552 SUPERIOR INDUSTRIES INTERNATIONAL INC SUP 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 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 Series A Perpetual Convertible Preferred Stock 2017-08-30 4 C 0 9798 A Common Stock 5326326.26 150000 I See Explanation of Responses Series B Perpetual Convertible Preferred Stock 2017-08-30 4 C 0 9798 D Series A Perpetual Convertible Preferred Stock 9798 0 I See Explanation of Responses 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 I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG Growth GenPar III Advisors, LLC, which is the general partner of TPG Growth GenPar III, L.P., which is the general partner of TPG Growth III Sidewall, L.P. ("TPG Growth Sidewall"), which directly holds 150,000 shares of Series A Perpetual Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Shares"), of Superior Industries International, Inc. (the "Issuer"). On August 30, 2017, the 9,798 shares of Series B Perpetual Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred Shares"), held by TPG Growth Sidewall automatically converted into an equal number of Series A Preferred Shares upon the vote of the Issuer's stockholders to approve the conversion (the "Stockholder Approval"). Pursuant to the Certificate of Designations, Preferences and Rights of the Preferred Shares (the "Certificate of Designations"), each Series A Preferred Share is convertible at any time into a number of shares of Common Stock of the Issuer determined by dividing (i) the sum of the Stated Value (as defined below) and any accrued and unpaid dividends by (ii) $28.162 (the "Conversion Price"). The Stated Value (the "Stated Value") of each Series A Preferred Share is equal to $1,000 plus (i) any dividends paid in the form of an increase in the Stated Value and (ii) all accumulated and unpaid dividends. The Conversion Price is subject to adjustment upon the occurrence of certain corporate events. Pursuant to the Certificate of Designations, each Series B Preferred Share had been convertible, subject to a conversion cap (as set forth in the Certificate of Designations) and automatic conversion upon Stockholder Approval, at any time into a Series A Preferred Share. 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 TPG Growth Sidewall. 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. (7) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (8) Clive Bode is signing on behalf of both Messrs. Bonderman and Coulter pursuant to 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. (7) 2017-09-01 /s/ Clive Bode on behalf of David Bonderman (7)(8) 2017-09-01 /s/ Clive Bode on behalf of James G. Coulter (7)(8) 2017-09-01