0000895345-17-000324.txt : 20171106 0000895345-17-000324.hdr.sgml : 20171106 20171106164116 ACCESSION NUMBER: 0000895345-17-000324 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 29 FILED AS OF DATE: 20171106 DATE AS OF CHANGE: 20171106 GROUP MEMBERS: DALPP SERIES A(2) FOREIGN INCOME BLOCKER LLC GROUP MEMBERS: DALPP, L.P. GROUP MEMBERS: FPP ALTERNATIVE INVESTMENTS FOREIGN INCOME BLOCKER LLC GROUP MEMBERS: FPP ALTERNATIVE INVESTMENTS I, LP GROUP MEMBERS: GOLDMAN SACHS DA LLC GROUP MEMBERS: GOLDMAN SACHS TL PROGRAM ADVISORS, INC. GROUP MEMBERS: GSAM GEN-PAR, LLC GROUP MEMBERS: RA PROGRAM 2017 FOREIGN INCOME BLOCKER LTD. GROUP MEMBERS: RA PROGRAM LP GROUP MEMBERS: VF VII A2 ADVISORS LLC GROUP MEMBERS: VF VII ADVISORS LLC GROUP MEMBERS: VF VII B ADVISORS LLC GROUP MEMBERS: VF VII B2 ADVISORS LLC GROUP MEMBERS: VF VII MGR ADVISORS INC. GROUP MEMBERS: VINTAGE VII A2 OFFSHORE HOLDINGS LP GROUP MEMBERS: VINTAGE VII B FOREIGN INCOME BLOCKER LLC GROUP MEMBERS: VINTAGE VII B LP GROUP MEMBERS: VINTAGE VII B OFFSHORE HOLDINGS LP GROUP MEMBERS: VINTAGE VII B2 OFFSHORE CORPORATE HOLDINGS LP GROUP MEMBERS: VINTAGE VII EMP FOREIGN INCOME BLOCKER LLC GROUP MEMBERS: VINTAGE VII EMP LP GROUP MEMBERS: VINTAGE VII FOREIGN INCOME BLOCKER LLC GROUP MEMBERS: VINTAGE VII LP GROUP MEMBERS: VINTAGE VII MGR HLDS LP GROUP MEMBERS: VINTAGE VII OFFSHORE HOLDINGS LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TriplePoint Venture Growth BDC Corp. CENTRAL INDEX KEY: 0001580345 IRS NUMBER: 463082016 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88239 FILM NUMBER: 171179917 BUSINESS ADDRESS: STREET 1: 2755 SAND HILL ROAD STREET 2: SUITE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 854-2090 MAIL ADDRESS: STREET 1: 2755 SAND HILL ROAD STREET 2: SUITE 150 CITY: MENLO PARK STATE: CA ZIP: 94025 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS ASSET MANAGEMENT, L.P. CENTRAL INDEX KEY: 0001229262 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 200 WEST STREET STREET 2: C/O GOLDMAN SACHS & CO. CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 312-655-4400 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 FORMER COMPANY: FORMER CONFORMED NAME: GOLDMAN SACHS ASSET MANAGEMENT LP DATE OF NAME CHANGE: 20030428 SC 13G 1 av13g-triplepoint_gsasset.htm
 
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G
Under the Securities Exchange Act of 1934


TriplePoint Venture Growth BDC Corporation
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
89677Y100
(CUSIP Number)
 

October 25, 2017
  (Date of Event which Requires Filing of this Statement)
 
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
☐Rule 13d-1(b)
 
ý Rule 13d-1(c)
 
☐Rule 13d-1(d)
 
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
CUSIP No. 89677Y100
13G
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Goldman Sachs Asset Management, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
1,594,007
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
1,594,007
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,594,007
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
9.0% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IA
 
 
 
 
 
(1)
Based on 16,018,139 shares of common stock, par value $0.01 per share (“Common Stock”) outstanding as of August 8, 2017, as reflected in the Issuer’s Form 10-Q filed by the Issuer with the U.S. Securities and Exchange Commission (“SEC”) on August 8, 2017, together with an additional 1,667,862 shares of Common Stock issued in a private placement that closed on October 25, 2017, as disclosed in the Issuer’s October 25, 2017 Press Release filed with the SEC in a Form 8-K on October 26, 2017.
 

 
CUSIP No. 89677Y100
13G
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Vintage VII Foreign Income Blocker LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
513,624
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
513,624
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
513,624
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
2.9% (1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1)
Based on 16,018,139 shares of Common stock outstanding as of August 8, 2017, as reflected in the Issuer’s Form 10-Q filed by the Issuer with the SEC on August 8, 2017, together with an additional 1,667,862 shares of Common Stock issued in a private placement that closed on October 25, 2017, as disclosed in the Issuer’s October 25, 2017 Press Release filed with the SEC in a Form 8-K on October 26, 2017.
 

 
CUSIP No. 89677Y100
13G
 
 
1
NAMES OF REPORTING PERSONS
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Vintage VII LP
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)
 
(b)☒
 
3
SEC USE ONLY
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
 
 
6
SHARED VOTING POWER
 
513,624
 
 
7
SOLE DISPOSITIVE POWER
 
0
 
 
8
SHARED DISPOSITIVE POWER
 
513,624
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
513,624
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.9% (1)
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
(1)
Based on 16,018,139 shares of Common stock outstanding as of August 8, 2017, as reflected in the Issuer’s Form 10-Q filed by the Issuer with the SEC on August 8, 2017, together with an additional 1,667,862 shares of Common Stock issued in a private placement that closed on October 25, 2017, as disclosed in the Issuer’s October 25, 2017 Press Release filed with the SEC in a Form 8-K on October 26, 2017.
 

 
CUSIP No. 89677Y100
13G
 
 
1
NAMES OF REPORTING PERSONS
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
VF VII Advisors LLC
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)
 
(b)☒
 
3
SEC USE ONLY
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
 
 
6
SHARED VOTING POWER
 
974,962
 
 
7
SOLE DISPOSITIVE POWER
 
0
 
 
8
SHARED DISPOSITIVE POWER
 
974,962
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
974,962
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.5% (1)
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
 
 
 
(1)
Based on 16,018,139 shares of Common stock outstanding as of August 8, 2017, as reflected in the Issuer’s Form 10-Q filed by the Issuer with the SEC on August 8, 2017, together with an additional 1,667,862 shares of Common Stock issued in a private placement that closed on October 25, 2017, as disclosed in the Issuer’s October 25, 2017 Press Release filed with the SEC in a Form 8-K on October 26, 2017.
 

 
CUSIP No. 89677Y100
13G
 
 
1
NAMES OF REPORTING PERSONS
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Vintage VII Offshore Holdings LP
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)
 
(b)☒
 
3
SEC USE ONLY
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
 
 
6
SHARED VOTING POWER
 
461,388
 
 
7
SOLE DISPOSITIVE POWER
 
0
 
 
8
SHARED DISPOSITIVE POWER
 
461,388
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
461,388
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.6% (1)
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
(1)
Based on 16,018,139 shares of Common stock outstanding as of August 8, 2017, as reflected in the Issuer’s Form 10-Q filed by the Issuer with the SEC on August 8, 2017, together with an additional 1,667,862 shares of Common Stock issued in a private placement that closed on October 25, 2017, as disclosed in the Issuer’s October 25, 2017 Press Release filed with the SEC in a Form 8-K on October 26, 2017.
 

 
CUSIP No. 89677Y100
13G
 
 
1
NAMES OF REPORTING PERSONS
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Vintage VII A2 Offshore Holdings LP
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)
 
(b)☒
 
3
SEC USE ONLY
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
 
 
6
SHARED VOTING POWER
 
205,044
 
 
7
SOLE DISPOSITIVE POWER
 
0
 
 
8
SHARED DISPOSITIVE POWER
 
205,044
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
205,044
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.2% (1)
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
(1)
Based on 16,018,139 shares of Common stock outstanding as of August 8, 2017, as reflected in the Issuer’s Form 10-Q filed by the Issuer with the SEC on August 8, 2017, together with an additional 1,667,862 shares of Common Stock issued in a private placement that closed on October 25, 2017, as disclosed in the Issuer’s October 25, 2017 Press Release filed with the SEC in a Form 8-K on October 26, 2017.
 

 
CUSIP No. 89677Y100
13G
 
 
1
NAMES OF REPORTING PERSONS
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
VF VII A2 Advisors LLC
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)
 
(b)☒
 
3
SEC USE ONLY
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
 
 
6
SHARED VOTING POWER
 
205,044
 
 
7
SOLE DISPOSITIVE POWER
 
0
 
 
8
SHARED DISPOSITIVE POWER
 
205,044
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
205,044
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
1.2% (1)
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
 
 
 
(1)
Based on 16,018,139 shares of Common stock outstanding as of August 8, 2017, as reflected in the Issuer’s Form 10-Q filed by the Issuer with the SEC on August 8, 2017, together with an additional 1,667,862 shares of Common Stock issued in a private placement that closed on October 25, 2017, as disclosed in the Issuer’s October 25, 2017 Press Release filed with the SEC in a Form 8-K on October 26, 2017.
 

 
CUSIP No. 89677Y100
13G
 
 
1
NAMES OF REPORTING PERSONS
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Vintage VII Mgr Hlds LP
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)
 
(b)☒
 
3
SEC USE ONLY
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
 
 
6
SHARED VOTING POWER
 
101,966
 
 
7
SOLE DISPOSITIVE POWER
 
0
 
 
8
SHARED DISPOSITIVE POWER
 
101,966
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
101,966
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.6% (1)
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
(1)
Based on 16,018,139 shares of Common stock outstanding as of August 8, 2017, as reflected in the Issuer’s Form 10-Q filed by the Issuer with the SEC on August 8, 2017, together with an additional 1,667,862 shares of Common Stock issued in a private placement that closed on October 25, 2017, as disclosed in the Issuer’s October 25, 2017 Press Release filed with the SEC in a Form 8-K on October 26, 2017.
 

 
CUSIP No. 89677Y100
13G
 
 
1
NAMES OF REPORTING PERSONS
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
VF VII Mgr Advisors Inc.
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)
 
(b)☒
 
3
SEC USE ONLY
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
 
 
6
SHARED VOTING POWER
 
101,966
 
 
7
SOLE DISPOSITIVE POWER
 
0
 
 
8
SHARED DISPOSITIVE POWER
 
101,966
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
101,966
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.6% (1)
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
 
 
 
(1)
Based on 16,018,139 shares of Common stock outstanding as of August 8, 2017, as reflected in the Issuer’s Form 10-Q filed by the Issuer with the SEC on August 8, 2017, together with an additional 1,667,862 shares of Common Stock issued in a private placement that closed on October 25, 2017, as disclosed in the Issuer’s October 25, 2017 Press Release filed with the SEC in a Form 8-K on October 26, 2017.
 

 
CUSIP No. 89677Y100
13G
 
 
1
NAMES OF REPORTING PERSONS
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
DALPP Series A(2) Foreign Income Blocker LLC
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)
 
(b)☒
 
3
SEC USE ONLY
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
 
 
6
SHARED VOTING POWER
 
86,114
 
 
7
SOLE DISPOSITIVE POWER
 
0
 
 
8
SHARED DISPOSITIVE POWER
 
86,114
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
86,114
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.5% (1)
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
 
 
 
(1)
Based on 16,018,139 shares of Common stock outstanding as of August 8, 2017, as reflected in the Issuer’s Form 10-Q filed by the Issuer with the SEC on August 8, 2017, together with an additional 1,667,862 shares of Common Stock issued in a private placement that closed on October 25, 2017, as disclosed in the Issuer’s October 25, 2017 Press Release filed with the SEC in a Form 8-K on October 26, 2017.
 

 
CUSIP No. 89677Y100
13G
 
 
1
NAMES OF REPORTING PERSONS
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
DALPP, L.P.
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)
 
(b)☒
 
3
SEC USE ONLY
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
 
 
6
SHARED VOTING POWER
 
86,114
 
 
7
SOLE DISPOSITIVE POWER
 
0
 
 
8
SHARED DISPOSITIVE POWER
 
86,114
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
86,114
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.5% (1)
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
(1)
Based on 16,018,139 shares of Common stock outstanding as of August 8, 2017, as reflected in the Issuer’s Form 10-Q filed by the Issuer with the SEC on August 8, 2017, together with an additional 1,667,862 shares of Common Stock issued in a private placement that closed on October 25, 2017, as disclosed in the Issuer’s October 25, 2017 Press Release filed with the SEC in a Form 8-K on October 26, 2017.
 

 
CUSIP No. 89677Y100
13G
 
 
1
NAMES OF REPORTING PERSONS
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Goldman Sachs DA LLC
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)
 
(b)☒
 
3
SEC USE ONLY
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
 
 
6
SHARED VOTING POWER
 
86,114
 
 
7
SOLE DISPOSITIVE POWER
 
0
 
 
8
SHARED DISPOSITIVE POWER
 
86,114
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
86,114
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.5% (1)
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
 
 
 
(1)
Based on 16,018,139 shares of Common stock outstanding as of August 8, 2017, as reflected in the Issuer’s Form 10-Q filed by the Issuer with the SEC on August 8, 2017, together with an additional 1,667,862 shares of Common Stock issued in a private placement that closed on October 25, 2017, as disclosed in the Issuer’s October 25, 2017 Press Release filed with the SEC in a Form 8-K on October 26, 2017.
 

 
CUSIP No. 89677Y100
13G
 
 
1
NAMES OF REPORTING PERSONS
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Vintage VII B2 Offshore Corporate Holdings LP
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)
 
(b)☒
 
3
SEC USE ONLY
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
 
 
6
SHARED VOTING POWER
 
82,534
 
 
7
SOLE DISPOSITIVE POWER
 
0
 
 
8
SHARED DISPOSITIVE POWER
 
82,534
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
82,534
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.5% (1)
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
(1)
Based on 16,018,139 shares of Common stock outstanding as of August 8, 2017, as reflected in the Issuer’s Form 10-Q filed by the Issuer with the SEC on August 8, 2017, together with an additional 1,667,862 shares of Common Stock issued in a private placement that closed on October 25, 2017, as disclosed in the Issuer’s October 25, 2017 Press Release filed with the SEC in a Form 8-K on October 26, 2017.
 

 
CUSIP No. 89677Y100
13G
 
 
1
NAMES OF REPORTING PERSONS
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
VF VII B2 Advisors LLC
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)
 
(b)☒
 
3
SEC USE ONLY
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
 
 
6
SHARED VOTING POWER
 
82,534
 
 
7
SOLE DISPOSITIVE POWER
 
0
 
 
8
SHARED DISPOSITIVE POWER
 
82,534
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
82,534
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.5% (1)
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
 
 
 
(1)
Based on 16,018,139 shares of Common stock outstanding as of August 8, 2017, as reflected in the Issuer’s Form 10-Q filed by the Issuer with the SEC on August 8, 2017, together with an additional 1,667,862 shares of Common Stock issued in a private placement that closed on October 25, 2017, as disclosed in the Issuer’s October 25, 2017 Press Release filed with the SEC in a Form 8-K on October 26, 2017.
 

 
CUSIP No. 89677Y100
13G
 
 
1
NAMES OF REPORTING PERSONS
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Vintage VII B Offshore Holdings LP
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)
 
(b)☒
 
3
SEC USE ONLY
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
 
 
6
SHARED VOTING POWER
 
69,582
 
 
7
SOLE DISPOSITIVE POWER
 
0
 
 
8
SHARED DISPOSITIVE POWER
 
69,582
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
69,582
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.4% (1)
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
(1)
Based on 16,018,139 shares of Common stock outstanding as of August 8, 2017, as reflected in the Issuer’s Form 10-Q filed by the Issuer with the SEC on August 8, 2017, together with an additional 1,667,862 shares of Common Stock issued in a private placement that closed on October 25, 2017, as disclosed in the Issuer’s October 25, 2017 Press Release filed with the SEC in a Form 8-K on October 26, 2017.
 

 
CUSIP No. 89677Y100
13G
 
 
1
NAMES OF REPORTING PERSONS
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
VF VII B Advisors LLC
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)
 
(b)☒
 
3
SEC USE ONLY
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
 
 
6
SHARED VOTING POWER
 
98,463
 
 
7
SOLE DISPOSITIVE POWER
 
0
 
 
8
SHARED DISPOSITIVE POWER
 
98,463
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
98,463
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.6% (1)
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
 
 
 
(1)
Based on 16,018,139 shares of Common stock outstanding as of August 8, 2017, as reflected in the Issuer’s Form 10-Q filed by the Issuer with the SEC on August 8, 2017, together with an additional 1,667,862 shares of Common Stock issued in a private placement that closed on October 25, 2017, as disclosed in the Issuer’s October 25, 2017 Press Release filed with the SEC in a Form 8-K on October 26, 2017.
 

 
CUSIP No. 89677Y100
13G
 
 
1
NAMES OF REPORTING PERSONS
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Vintage VII B Foreign Income Blocker LLC
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)
 
(b)☒
 
3
SEC USE ONLY
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
 
 
6
SHARED VOTING POWER
 
28,881
 
 
7
SOLE DISPOSITIVE POWER
 
0
 
 
8
SHARED DISPOSITIVE POWER
 
28,881
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
28,881
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.2% (1)
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
 
 
 
(1)
Based on 16,018,139 shares of Common stock outstanding as of August 8, 2017, as reflected in the Issuer’s Form 10-Q filed by the Issuer with the SEC on August 8, 2017, together with an additional 1,667,862 shares of Common Stock issued in a private placement that closed on October 25, 2017, as disclosed in the Issuer’s October 25, 2017 Press Release filed with the SEC in a Form 8-K on October 26, 2017.
 

 
CUSIP No. 89677Y100
13G
 
 
1
NAMES OF REPORTING PERSONS
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Vintage VII B LP
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)
 
(b)☒
 
3
SEC USE ONLY
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
 
 
6
SHARED VOTING POWER
 
28,881
 
 
7
SOLE DISPOSITIVE POWER
 
0
 
 
8
SHARED DISPOSITIVE POWER
 
28,881
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
28,881
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.2% (1)
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
(1)
Based on 16,018,139 shares of Common stock outstanding as of August 8, 2017, as reflected in the Issuer’s Form 10-Q filed by the Issuer with the SEC on August 8, 2017, together with an additional 1,667,862 shares of Common Stock issued in a private placement that closed on October 25, 2017, as disclosed in the Issuer’s October 25, 2017 Press Release filed with the SEC in a Form 8-K on October 26, 2017.
 

 
CUSIP No. 89677Y100
13G
 
 
1
NAMES OF REPORTING PERSONS
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
FPP Alternative Investments Foreign Income Blocker LLC
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)
 
(b)☒
 
3
SEC USE ONLY
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
 
 
6
SHARED VOTING POWER
 
15,554
 
 
7
SOLE DISPOSITIVE POWER
 
0
 
 
8
SHARED DISPOSITIVE POWER
 
15,554
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,554
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.1% (1)
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
 
 
 
(1)
Based on 16,018,139 shares of Common stock outstanding as of August 8, 2017, as reflected in the Issuer’s Form 10-Q filed by the Issuer with the SEC on August 8, 2017, together with an additional 1,667,862 shares of Common Stock issued in a private placement that closed on October 25, 2017, as disclosed in the Issuer’s October 25, 2017 Press Release filed with the SEC in a Form 8-K on October 26, 2017.
 

 
CUSIP No. 89677Y100
13G
 
 
1
NAMES OF REPORTING PERSONS
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
FPP Alternative Investments I, LP
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)
 
(b)☒
 
3
SEC USE ONLY
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
 
 
6
SHARED VOTING POWER
 
15,554
 
 
7
SOLE DISPOSITIVE POWER
 
0
 
 
8
SHARED DISPOSITIVE POWER
 
15,554
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,554
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.1% (1)
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
(1)
Based on 16,018,139 shares of Common stock outstanding as of August 8, 2017, as reflected in the Issuer’s Form 10-Q filed by the Issuer with the SEC on August 8, 2017, together with an additional 1,667,862 shares of Common Stock issued in a private placement that closed on October 25, 2017, as disclosed in the Issuer’s October 25, 2017 Press Release filed with the SEC in a Form 8-K on October 26, 2017.
 

 
CUSIP No. 89677Y100
13G
 
 
1
NAMES OF REPORTING PERSONS
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Vintage VII Emp Foreign Income Blocker LLC
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)
 
(b)☒
 
3
SEC USE ONLY
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
 
 
6
SHARED VOTING POWER
 
14,986
 
 
7
SOLE DISPOSITIVE POWER
 
0
 
 
8
SHARED DISPOSITIVE POWER
 
14,986
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
14,986
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.1% (1)
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
 
 
 
(1)
Based on 16,018,139 shares of Common stock outstanding as of August 8, 2017, as reflected in the Issuer’s Form 10-Q filed by the Issuer with the SEC on August 8, 2017, together with an additional 1,667,862 shares of Common Stock issued in a private placement that closed on October 25, 2017, as disclosed in the Issuer’s October 25, 2017 Press Release filed with the SEC in a Form 8-K on October 26, 2017.
 

 
CUSIP No. 89677Y100
13G
 
 
1
NAMES OF REPORTING PERSONS
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Vintage VII Emp LP
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)
 
(b)☒
 
3
SEC USE ONLY
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
 
 
6
SHARED VOTING POWER
 
14,986
 
 
7
SOLE DISPOSITIVE POWER
 
0
 
 
8
SHARED DISPOSITIVE POWER
 
14,986
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
14,986
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.1% (1)
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
(1)
Based on 16,018,139 shares of Common stock outstanding as of August 8, 2017, as reflected in the Issuer’s Form 10-Q filed by the Issuer with the SEC on August 8, 2017, together with an additional 1,667,862 shares of Common Stock issued in a private placement that closed on October 25, 2017, as disclosed in the Issuer’s October 25, 2017 Press Release filed with the SEC in a Form 8-K on October 26, 2017.
 

 
CUSIP No. 89677Y100
13G
 
 
1
NAMES OF REPORTING PERSONS
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
RA Program 2017 Foreign Income Blocker Ltd
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)
 
(b)☒
 
3
SEC USE ONLY
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
 
 
6
SHARED VOTING POWER
 
14,384
 
 
7
SOLE DISPOSITIVE POWER
 
0
 
 
8
SHARED DISPOSITIVE POWER
 
14,384
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
14,384
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.1% (1)
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
 
 
 
(1)
Based on 16,018,139 shares of Common stock outstanding as of August 8, 2017, as reflected in the Issuer’s Form 10-Q filed by the Issuer with the SEC on August 8, 2017, together with an additional 1,667,862 shares of Common Stock issued in a private placement that closed on October 25, 2017, as disclosed in the Issuer’s October 25, 2017 Press Release filed with the SEC in a Form 8-K on October 26, 2017.
 

 
CUSIP No. 89677Y100
13G
 
 
1
NAMES OF REPORTING PERSONS
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
RA Program LP
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)
 
(b)☒
 
3
SEC USE ONLY
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
 
 
6
SHARED VOTING POWER
 
14,384
 
 
7
SOLE DISPOSITIVE POWER
 
0
 
 
8
SHARED DISPOSITIVE POWER
 
14,384
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
14,384
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.1% (1)
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 
 
 
(1)
Based on 16,018,139 shares of Common stock outstanding as of August 8, 2017, as reflected in the Issuer’s Form 10-Q filed by the Issuer with the SEC on August 8, 2017, together with an additional 1,667,862 shares of Common Stock issued in a private placement that closed on October 25, 2017, as disclosed in the Issuer’s October 25, 2017 Press Release filed with the SEC in a Form 8-K on October 26, 2017.
 

 
CUSIP No. 89677Y100
13G
 
 
1
NAMES OF REPORTING PERSONS
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Goldman Sachs TL Program Advisors, Inc.
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)
 
(b)☒
 
3
SEC USE ONLY
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
 
 
6
SHARED VOTING POWER
 
14,384
 
 
7
SOLE DISPOSITIVE POWER
 
0
 
 
8
SHARED DISPOSITIVE POWER
 
14,384
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
14,384
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.1% (1)
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
 
 
 
(1)
Based on 16,018,139 shares of Common stock outstanding as of August 8, 2017, as reflected in the Issuer’s Form 10-Q filed by the Issuer with the SEC on August 8, 2017, together with an additional 1,667,862 shares of Common Stock issued in a private placement that closed on October 25, 2017, as disclosed in the Issuer’s October 25, 2017 Press Release filed with the SEC in a Form 8-K on October 26, 2017.
 

 
CUSIP No. 89677Y100
13G
 
 
1
NAMES OF REPORTING PERSONS
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
GSAM Gen-Par, LLC
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)
 
(b)☒
 
3
SEC USE ONLY
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
 
 
6
SHARED VOTING POWER
 
131,038
 
 
7
SOLE DISPOSITIVE POWER
 
0
 
 
8
SHARED DISPOSITIVE POWER
 
131,038
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
131,038
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.7% (1)
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
 
 
 
(1)
Based on 16,018,139 shares of Common stock outstanding as of August 8, 2017, as reflected in the Issuer’s Form 10-Q filed by the Issuer with the SEC on August 8, 2017, together with an additional 1,667,862 shares of Common Stock issued in a private placement that closed on October 25, 2017, as disclosed in the Issuer’s October 25, 2017 Press Release filed with the SEC in a Form 8-K on October 26, 2017.
 

 
Item 1.(a) Name of Issuer

TriplePoint Venture Growth BDC Corporation
  
Item 1.(b) Address of Issuer’s Principal Executive Offices

2755 Sand Hill Road, Suite 150
Menlo Park, CA  94025
 
Item 2.(a) Name of Person Filing

This Schedule 13G is being filed on behalf of the following persons (the “Reporting Persons”)*:

i.
 
Goldman Sachs Asset Management, L.P.;
ii.
 
Vintage VII Foreign Income Blocker LLC;
iii.
 
Vintage VII LP;
iv.
 
VF VII Advisors LLC;
v.
 
Vintage VII Offshore Holdings LP;
vi.
 
Vintage VII A2 Offshore Holdings LP;
vii.
 
VF VII A2 Advisors LLC;
viii.
 
Vintage VII Mgr Hlds LP;
ix.
 
VF VII Mgr Advisors Inc.;
x.
 
DALPP Series A(2) Foreign Income Blocker LLC;
xi.
 
DALPP, L.P.;
xii.
 
Goldman Sachs DA LLC;
xiii.
 
Vintage VII B2 Offshore Corporate Holdings LP;
xiv.
 
VF VII B2 Advisors LLC;
xv.
 
Vintage VII B Offshore Holdings LP;
xvi.
 
VF VII B Advisors LLC;
xvii.
 
Vintage VII B Foreign Income Blocker LLC;
xviii.
 
Vintage VII B LP;
xix.
 
FPP Alternative Investments Foreign Income Blocker LLC;
xx.
 
FPP Alternative Investments I, LP;
xxi.
 
Vintage VII Emp Foreign Income Blocker LLC;
xxii.
 
Vintage VII Emp LP;
xxiii.
 
RA Program 2017 Foreign Income Blocker Ltd.  (together with Vintage VII Mgr Hlds LP, Vintage VII A2 Offshore Holdings LP, Vintage VII B Offshore Holdings LP, Vintage VII Offshore Holdings LP, Vintage VII B2 Offshore Corporate Holdings LP, Vintage VII Foreign Income Blocker LLC, Vintage VII B Foreign Income Blocker LLC, Vintage VII Emp Foreign Income Blocker LLC, DALPP Series A(2) Foreign Income Blocker LLC, and FPP Alternative Investments Foreign Income Blocker LLC, the “Record Owners”);
xxiv.
 
RA Program LP;
xxv.
 
Goldman Sachs TL Program Advisors, Inc.; and
xxvi.    GSAM Gen-Par, LLC

*Attached as Exhibit 99.1 is a copy of an agreement among the Reporting Persons that this Schedule 13G is being filed on behalf of each of them.
 
Item 2.(b) Address of Principal Business Office or, if None, Residence

The address of the principal business office of each Reporting Person is care of Goldman Sachs Asset Management, 200 West Street, New York, NY  10282.
   
Item 2.(c) Citizenship

See response(s) to Item 4 on the attached cover page(s).
 
Item 2.(d) Title of Class of Securities

Common Stock, par value $0.01 per share (“Common Stock”)
  
Item 2.(e) CUSIP Number

89677Y100
 
Item 3.  If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
Not Applicable

Item 4.  Ownership1

(a)
Amount beneficially owned:
 
 
 
See response(s) to Item 9 on the attached cover page(s).
 
 
(b)
Percent of class:
 
 
 
See response(s) to Item 11 on the attached cover page(s).
 
 
(c)
Number of shares as to which such person has:
 
 
 
(i)
Sole power to vote or to direct the vote:
 
 
 
 
See response(s) to Item 5 on the attached cover page(s).
 
 
 
(ii)
Shared power to vote or to direct the vote:
 
 
 
 
See response(s) to Item 6 on the attached cover page(s).
 
 
 
(iii)
Sole power to dispose or to direct the disposition:
 
 
 
 
See response(s) to Item 7 on the attached cover page(s).
 
 
 
(iv)
Shared power to dispose or to direct the disposition:
 
 
 
 
See response(s) to Item 8 on the attached cover page(s).

Each of the Record Owners is the record owner of the shares of Common Stock shown on item 9 of its respective cover page.

Vintage VII LP is the sole member of Vintage VII Foreign Income Blocker LLC and may be deemed to share beneficial ownership of the shares of Common Stock of which Vintage VII Foreign Income Blocker LLC is the record owner.

Vintage VII B LP is the sole member of Vintage VII B Foreign Income Blocker LLC and may be deemed to share beneficial ownership of the shares of Common Stock of which Vintage VII B Foreign Income Blocker LLC is the record owner.

Vintage VII Emp LP is the sole member of Vintage VII Emp Foreign Income Blocker LLC and may be deemed to share beneficial ownership of the shares of Common Stock of which Vintage VII Emp Foreign Income Blocker LLC is the record owner.

DALPP, L.P. is the sole member of DALPP Series A(2) Foreign Income Blocker LLC and may be deemed to share beneficial ownership of the shares of Common Stock of which DALPP Series A(2) Foreign Income Blocker LLC is the record owner.

FPP Alternative Investments I, LP is the sole member of FPP Alternative Investments Foreign Income Blocker LLC and may be deemed to share beneficial ownership of the shares of Common Stock of which FPP Alternative Investments Foreign Income Blocker LLC is the record owner.

RA Program LP is the sole member of RA Program 2017 Foreign Income Blocker Ltd and may be deemed to share beneficial ownership of the shares of Common Stock of which RA Program 2017 Foreign Income Blocker Ltd is the record owner.

VF VII Advisors LLC is the general partner of Vintage VII LP and Vintage VII Offshore Holdings LP and may be deemed to share beneficial ownership of the shares of Common Stock of which Vintage VII LP may share beneficial ownership and the shares of Common Stock of which Vintage VII Offshore Holdings LP is the record owner.

VF VII A2 Advisors LLC is the general partner of Vintage VII A2 Offshore Holdings LP and may be deemed to share beneficial ownership of the shares of Common Stock of which Vintage VII A2 Offshore Holdings LP is the record owner.

VF VII Mgr Advisors Inc. is the general partner of Vintage VII Mgr Hlds LP and may be deemed to share beneficial ownership of the shares of Common Stock of which Vintage VII Mgr Hlds LP is the record owner.

Goldman Sachs DA LLC is the general partner of DALPP, L.P. and may be deemed to share beneficial ownership of the shares of Common Stock of which DALPP, L.P. may share beneficial ownership.

VF VII B2 Advisors LLC is the general partner of Vintage VII B2 Offshore Corporate Holdings LP and may be deemed to share beneficial ownership of the shares of Common Stock of which Vintage VII B2 Offshore Corporate Holdings LP is the record owner.

VF VII B Advisors LLC is the general partner of Vintage VII B Offshore Holdings LP and Vintage VII B LP and may be deemed to share beneficial ownership of the shares of Common Stock of which Vintage VII B LP may share beneficial ownership and the shares of Common Stock of which Vintage VII B Offshore Holdings LP is the record owner.

Goldman Sachs TL Program Advisors, Inc. is the general partner of RA Program LP and may be deemed to share beneficial ownership of the shares of Common Stock of which RA Program LP may share beneficial ownership.

GSAM Gen-Par, LLC is the general partner of FPP Alternative Investments I, LP and Vintage VII Emp LP, the sole shareholder of Goldman Sachs TL Program Advisers, Inc., and the managing member of Goldman Sachs DA LLC, and may be deemed to share beneficial ownership of the shares of Common Stock of which such entities may share beneficial ownership.

Goldman Sachs Asset Management, L.P. is the investment manager to Vintage VII Mgr Hlds LP, Vintage VII A2 Offshore Holdings LP, Vintage VII B Offshore Holdings LP, and Vintage VII B2 Offshore Corporate Holdings LP and may be deemed to share beneficial ownership of the shares of Common Stock of which such entities are the record owner.  In addition, Goldman Sachs Asset Management, L.P. is the investment manager to DALPP, L.P., FPP Alternative Investments I, LP, RA Program LP, Vintage VII LP, Vintage VII B LP and Vintage VII Emp LP, and may be deemed to share beneficial ownership of the shares of Common Stock of which such entities may share beneficial ownership.  Finally, Goldman Sachs Asset Management, L.P., by virtue of its relationship to VF VII Advisors LLC, may be deemed to share beneficial ownership of the shares of Common Stock of which VF VII Advisors LLC may be deemed to share beneficial ownership.


1    In accordance with the SEC Release No. 34-39538 (January 12, 1998) (the “Release”), this filing reflects the securities beneficially owned by certain operating units (collectively, the “Goldman Sachs Reporting Units”) of The Goldman Sachs Group, Inc. and its subsidiaries and affiliates (collectively, “GSG”). This filing does not reflect securities, if any, beneficially owned by any operating units of GSG whose ownership of securities is disaggregated from that of the Goldman Sachs Reporting Units in accordance with the Release. The Goldman Sachs Reporting Units disclaim beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which the Goldman Sachs Reporting Units or their employees have voting or investment discretion or both, or with respect to which there are limits on their voting or investment authority or both and (ii) certain investment entities of which the Goldman Sachs Reporting Units act as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting Units.

Item 5.  Ownership of Five Percent or Less of a Class

Not Applicable

Item 6.  Ownership of More than Five Percent on Behalf of Another Person

Not Applicable
 
Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
 
Not Applicable

Item 8.  Identification and Classification of Members of the Group

See Exhibit (99.2)

Item 9.  Notice of Dissolution of Group

Not Applicable

Item 10.   Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
 

 
INDEX TO EXHIBITS



Exhibit No.
Exhibit
   
99.1
99.2
99.3
99.4
99.5
99.6
99.7
99.8
99.9
99.10
99.11
99.12
99.13
99.14
99.15
99.16
99.17
99.18
99.19
99.20
99.21
99.22
99.23
99.24
99.25
99.26
99.27
99.28
 

SIGNATURE


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  November 6, 2017
 
 
Goldman Sachs Asset Management, L.P.
 
     
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
Vintage VII Foreign Income Blocker LLC
 
     
 
By:
Vintage VII LP, its sole member
 
       
 
By:
Goldman Sachs Asset Management, L.P., its investment manager
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
Vintage VII LP
 
       
 
By:
Goldman Sachs Asset Management, L.P., its investment manager
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
Vintage VII Offshore Holdings LP
 
     
 
By:
VF VII Advisors LLC, its general partner
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
VF VII Advisors LLC
 
     
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
Vintage VII Emp Foreign Income Blocker LLC
 
     
 
By:
Vintage VII EMP LP, its sole member
 
       
 
By:
GSAM Gen-Par, L.L.C., its general partner
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
Vintage VII Emp LP
 
     
 
By:
GSAM Gen-Par, L.L.C., its general partner
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
GSAM Gen-Par, L.L.C.
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
Vintage VII B Foreign Income Blocker LLC
 
     
 
By:
Vintage VII B LP, its sole member
 
       
 
By:
Goldman Sachs Asset Management, L.P., its investment manager
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
Vintage VII B LP
 
     
 
By:
Goldman Sachs Asset Management, L.P., its investment manager
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
Vintage VII B Offshore Holdings LP
 
     
 
By:
Goldman Sachs Asset Management, L.P., its investment manager
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
Vintage VII B2 Offshore Corporate Holdings LP
 
     
 
By:
Goldman Sachs Asset Management, L.P., its investment manager
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
Vintage VII Mgr Hlds LP
 
       
 
By:
Goldman Sachs Asset Management, L.P., its investment manager
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
Vintage VII A2 Offshore Holdings LP
 
     
 
By:
Goldman Sachs Asset Management, L.P., its investment manager
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
DALPP Series A(2) Foreign Income Blocker LLC
 
     
  By:
DALPP, L.P., its sole member
 
       
 
By:
Goldman Sachs DA LLC, its general partner
 
       
 
By:
GSAM Gen-Par, L.L.C., its managing member
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
DALPP, L.P.
 
     
 
By:
Goldman Sachs DA LLC, its general partner
 
       
 
By:
GSAM Gen-Par, L.L.C., its managing member
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
Goldman Sachs DA LLC
 
     
 
By:
GSAM Gen-Par, L.L.C., its managing member
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
RA Program 2017 Foreign Income Blocker Ltd
 
     
  By:
RA Program LP, its sole member
 
       
 
By:
Goldman Sachs TL Program Advisors, Inc., its general partner
 
       
 
By:
GSAM Gen-Par, L.L.C., its director
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
RA Program LP
 
     
 
By:
Goldman Sachs TL Program Advisors, Inc., its general partner
 
       
 
By:
GSAM Gen-Par, L.L.C., its director
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
Goldman Sachs TL Program Advisors, Inc.
 
     
 
By:
GSAM Gen-Par, L.L.C., its director
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
FPP Alternative Investments Foreign Income Blocker LLC
 
     
 
By:
FPP Alternative Investments I, LP, its sole member
 
       
 
By:
GSAM Gen-Par, L.L.C., its general partner
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
FPP Alternative Investments I, LP
 
     
 
By:
GSAM Gen-Par, L.L.C., its general partner
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
VF VII B Advisors LLC
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
VF II B2 Advisors LLC
 
     
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
VF VII Mgr Advisors Inc.
 
     
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
VF VII A2 Advisors LLC
 
     
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
EX-99.1 2 av13gex99_1.htm
 
 
 
EXHIBIT 99.1
 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of this Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.01 per share, of TriplePoint Venture Growth BDC Corp. and further agree to the filing of this agreement as an Exhibit thereto.  The undersigned further agree that any further amendments or supplements thereto shall also be filed on behalf of each of them.

Dated:  November 6, 2017
 
 
 
Goldman Sachs Asset Management, L.P.
 
     
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
Vintage VII Foreign Income Blocker LLC
 
     
 
By:
Vintage VII LP, its sole member
 
       
 
By:
Goldman Sachs Asset Management, L.P., its investment manager
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
Vintage VII LP
 
       
 
By:
Goldman Sachs Asset Management, L.P., its investment manager
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
Vintage VII Offshore Holdings LP
 
     
 
By:
VF VII Advisors LLC, its general partner
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
VF VII Advisors LLC
 
     
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
Vintage VII Emp Foreign Income Blocker LLC
 
     
 
By:
Vintage VII EMP LP, its sole member
 
       
 
By:
GSAM Gen-Par, L.L.C., its general partner
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
Vintage VII Emp LP
 
     
 
By:
GSAM Gen-Par, L.L.C., its general partner
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
GSAM Gen-Par, L.L.C.
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
Vintage VII B Foreign Income Blocker LLC
 
     
 
By:
Vintage VII B LP, its sole member
 
       
 
By:
Goldman Sachs Asset Management, L.P., its investment manager
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
Vintage VII B LP
 
     
 
By:
Goldman Sachs Asset Management, L.P., its investment manager
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
Vintage VII B Offshore Holdings LP
 
     
 
By:
Goldman Sachs Asset Management, L.P., its investment manager
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
Vintage VII B2 Offshore Corporate Holdings LP
 
     
 
By:
Goldman Sachs Asset Management, L.P., its investment manager
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
Vintage VII Mgr Hlds LP
 
       
 
By:
Goldman Sachs Asset Management, L.P., its investment manager
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
Vintage VII A2 Offshore Holdings LP
 
     
 
By:
Goldman Sachs Asset Management, L.P., its investment manager
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
DALPP Series A(2) Foreign Income Blocker LLC
 
     
  By:
DALPP, L.P., its sole member
 
       
 
By:
Goldman Sachs DA LLC, its general partner
 
       
 
By:
GSAM Gen-Par, L.L.C., its managing member
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
DALPP, L.P.
 
     
 
By:
Goldman Sachs DA LLC, its general partner
 
       
 
By:
GSAM Gen-Par, L.L.C., its managing member
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
Goldman Sachs DA LLC
 
     
 
By:
GSAM Gen-Par, L.L.C., its managing member
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
RA Program 2017 Foreign Income Blocker Ltd
 
     
  By:
RA Program LP, its sole member
 
       
 
By:
Goldman Sachs TL Program Advisors, Inc., its general partner
 
       
 
By:
GSAM Gen-Par, L.L.C., its director
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
RA Program LP
 
     
 
By:
Goldman Sachs TL Program Advisors, Inc., its general partner
 
       
 
By:
GSAM Gen-Par, L.L.C., its director
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
Goldman Sachs TL Program Advisors, Inc.
 
     
 
By:
GSAM Gen-Par, L.L.C., its director
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
FPP Alternative Investments Foreign Income Blocker LLC
 
     
 
By:
FPP Alternative Investments I, LP, its sole member
 
       
 
By:
GSAM Gen-Par, L.L.C., its general partner
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
FPP Alternative Investments I, LP
 
     
 
By:
GSAM Gen-Par, L.L.C., its general partner
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
VF VII B Advisors LLC
 
       
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
VF II B2 Advisors LLC
 
     
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
VF VII Mgr Advisors Inc.
 
     
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
 
 
 
 
VF VII A2 Advisors LLC
 
     
 
By:
/s/ Eddie Arhagba  
 
Name:
Eddie Arhagba
 
 
Title:
Attorney-in-fact
 
EX-99.2 3 av13gex99_2.htm
 
 
EXHIBIT 99.2
 
Identification and Classification of Members of the Group
 

To the extent that the Reporting Persons constitute a group, each member of the group is identified herein in its respective cover page.

 
EX-99.3 4 av13gex99_3.htm
 
 
 
Exhibit 99.3
 
 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS Goldman Sachs Asset Management, L.P. (the “Company”) does hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry Li, and Jose Canas (each, an “attorney-in-fact”), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until the earlier of (i) June 30, 2020 and (ii) such time that it is revoked in writing; provided that in the event an attorney-in-fact ceases to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates or ceases to perform the function in connection with which he/she was appointed attorney-in-fact prior to such time, this Power of Attorney shall cease to have effect in relation to such Attorney-in-Fact upon such cessation but shall continue in full force and effect in relation to any remaining attorneys-in-fact. The Company has the unrestricted right unilaterally to revoke this Power of Attorney.

This Power of Attorney shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of June 28th, 2017.

Goldman Sachs Asset Management, L.P.
 
 
 
By:
/s/ Ellen R. Porges   
Name:
Ellen R. Porges  
Title:
Authorized Signatory  
 
EX-99.4 5 av13gex99_4.htm
 
 
 
Exhibit 99.4
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS VINTAGE VII FOREIGN INCOME BLOCKER LLC (the “Company”) does hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry Li, and Jose Canas (and any other  employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and  lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto  each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 2, 2017.


VINTAGE VII FOREIGN INCOME BLOCKER LLC
 

By:
/s/ Jeanine Lee   
Name:
Jeanine Lee  
Title:
Authorized Signatory and Vice President  

 
EX-99.5 6 av13gex99_5.htm
 
 
 
Exhibit 99.5
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS VINTAGE VII LP
(the “Company”) does hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry Li, and Jose Canas (and any other  employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and  lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto  each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 2, 2017.


VINTAGE VII LP
 
 
By:
/s/ Jeanine Lee   
Name:
Jeanine Lee  
Title:
Authorized Signatory and Vice President  

 
EX-99.6 7 av13gex99_6.htm
 

 
Exhibit 99.6
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS VF VII ADVISORS, LLC (the “Company”) does hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry Li, and Jose Canas (and any other  employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and  lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto  each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 2, 2017.


VF VII ADVISORS, LLC

 
By:
/s/ Andrew Johnson   
Name:
Andrew Johnson  
Title:
Authorized Signatory  
 
 
EX-99.7 8 av13gex99_7.htm

 
Exhibit 99.7
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS VINTAGE VII OFFSHORE HOLDINGS LP (the “Company”) does hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry Li, and Jose Canas (and any other  employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and  lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto  each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 2, 2017.


VINTAGE VII OFFSHORE HOLDINGS LP
 
 
By:
/s/ Jeanine Lee   
Name:
Jeanine Lee  
Title:
Authorized Signatory and Vice President  
 
 
EX-99.8 9 av13gex99_8.htm

 
Exhibit 99.8
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS VINTAGE VII A2 OFFSHORE HOLDINGS LP (the “Company”) does hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry Li, and Jose Canas (and any other  employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and  lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto  each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 2, 2017.


VINTAGE VII A2 OFFSHORE HOLDINGS LP
 
 
By:
/s/ Jeanine Lee   
Name:
Jeanine Lee  
Title:
Authorized Signatory and Vice President  
 
 
EX-99.9 10 av13gex99_9.htm

 
Exhibit 99.9
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE VF VII A2 Advisors LLC
(the “Company”) does hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry Li, and Jose Canas (and any other  employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and  lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto  each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 2, 2017.


VF VII A2 Advisors LLC
 
 
By:
/s/ Andrew Johnson   
Name:
Andrew Johnson  
Title:
Authorized Signatory  
 
EX-99.10 11 av13gex99_10.htm

 
Exhibit 99.10
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS VINTAGE VII MGR HLDS LP (the “Company”) does hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry Li, and Jose Canas (and any other  employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and  lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto  each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 2, 2017.


VINTAGE VII MGR HLDS LP
 
 
By:
/s/ Jeanine Lee   
Name:
Jeanine Lee  
Title:
Authorized Signatory and Vice President  
 
EX-99.11 12 av13gex99_11.htm

 
Exhibit 99.11
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE VF VII MGR ADVISORS INC.
(the “Company”) does hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry Li, and Jose Canas (and any other  employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and  lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto  each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 2, 2017.


VF VII MGR ADVISORS INC.
 
 
By:
/s/ Andrew Johnson  
Name:
Andrew Johnson  
Title:
Authorized Signatory  
 
EX-99.12 13 av13gex99_12.htm

 
Exhibit 99.12
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS DALPP SERIES A(2) FOREIGN INCOME BLOCKER LLC (the “Company”) does hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry Li, and Jose Canas (and any other  employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and  lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto  each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 2, 2017.


DALPP SERIES A(2) FOREIGN INCOME BLOCKER LLC
 
 
By:
/s/ Jeanine Lee   
Name:
Jeanine Lee  
Title:
Authorized Signatory and Vice President  
 
EX-99.13 14 av13gex99_13.htm

 
Exhibit 99.13
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS DALPP, L.P.
(the “Company”) does hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry Li, and Jose Canas (and any other  employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and  lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto  each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 2, 2017.


DALPP, L.P.
 
 
By:
/s/ Jeanine Lee   
Name:
Jeanine Lee  
Title:
Authorized Signatory and Vice President  
 
EX-99.14 15 av13gex99_14.htm

 
Exhibit 99.14
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS GOLDMAN SACHS DA LLC
(the “Company”) does hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry Li, and Jose Canas (and any other  employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and  lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto  each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 2, 2017.


GOLDMAN SACHS DA LLC
 
 
By:
/s/ Jeanine Lee   
Name:
Jeanine Lee  
Title:
Authorized Signatory and Vice President  
 
EX-99.15 16 av13gex99_15.htm

 
Exhibit 99.15
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS VINTAGE VII B2 OFFSHORE CORPORATE HOLDINGS LP (the “Company”) does hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry Li, and Jose Canas (and any other  employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and  lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto  each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 2, 2017.


VINTAGE VII B2 OFFSHORE CORPORATE HOLDINGS LP
 
 
By:
/s/ Jeanine Lee   
Name:
Jeanine Lee  
Title:
Authorized Signatory and Vice President  
 
EX-99.16 17 av13gex99_16.htm

 
Exhibit 99.16
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE VF VII B2 ADVISORS LLC
(the “Company”) does hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry Li, and Jose Canas (and any other  employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and  lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto  each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 2, 2017.


VF VII B2 ADVISORS LLC
 
 
By:
/s/ Andrew Johnson   
Name:
Andrew Johnson  
Title:
Authorized Signatory  
 
EX-99.17 18 av13gex99_17.htm

 
Exhibit 99.17
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS VINTAGE VII B OFFSHORE HOLDINGS LP (the “Company”) does hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry Li, and Jose Canas (and any other  employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and  lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto  each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 2, 2017.


VINTAGE VII B OFFSHORE HOLDINGS LP
 
 
By:
/s/ Jeanine Lee   
Name:
Jeanine Lee  
Title:
Authorized Signatory and Vice President  
 
 
EX-99.18 19 av13gex99_18.htm

 
Exhibit 99.18
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE VF VII B ADVISORS LLC
(the “Company”) does hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry Li, and Jose Canas (and any other  employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and  lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto  each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 2, 2017.


VF VII B ADVISORS LLC
 
 
By:
/s/ Andrew Johnson  
Name:
Andrew Johnson  
Title:
Authorized Signatory  
 
EX-99.19 20 av13gex99_19.htm

 
Exhibit 99.19
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS VINTAGE VII B FOREIGN INCOME BLOCKER LLC (the “Company”) does hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry Li, and Jose Canas (and any other  employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and  lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto  each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 2, 2017.


VINTAGE VII B FOREIGN INCOME BLOCKER LLC
 
 
By:
/s/ Jeanine Lee   
Name:
Jeanine Lee  
Title:
Authorized Signatory and Vice President  
 
EX-99.20 21 av13gex99_20.htm

 
Exhibit 99.20
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS VINTAGE VII B LP (the “Company”) does hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry Li, and Jose Canas (and any other  employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and  lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto  each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 2, 2017.


VINTAGE VII B LP
 
 
By:
/s/ Jeanine Lee   
Name:
Jeanine Lee  
Title:
Authorized Signatory and Vice President  
 
EX-99.21 22 av13gex99_21.htm

 
Exhibit 99.21

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS FPP ALTERNATIVE INVESTMENTS FOREIGN INCOME BLOCKER LLC (the “Company”) does hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry Li, and Jose Canas (and any other  employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and  lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto  each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 2, 2017.


FPP ALTERNATIVE INVESTMENTS FOREIGN INCOME BLOCKER LLC
 
 
By:
/s/ Jeanine Lee   
Name:
Jeanine Lee  
Title:
Authorized Signatory and Vice President  
 
EX-99.22 23 av13gex99_22.htm

 
Exhibit 99.22
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS FPP ALTERNATIVE INVESTMENTS I, LP (the “Company”) does hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry Li, and Jose Canas (and any other  employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and  lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto  each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 2, 2017.


FPP ALTERNATIVE INVESTMENTS I, LP
 
 
By:
/s/ Jeanine Lee   
Name:
Jeanine Lee  
Title:
Authorized Signatory and Vice President  
 
EX-99.23 24 av13gex99_23.htm

 
Exhibit 99.23

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS VINTAGE VII EMP FOREIGN INCOME BLOCKER LLC (the “Company”) does hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry Li, and Jose Canas (and any other  employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and  lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto  each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 2, 2017.


VINTAGE VII EMP FOREIGN INCOME BLOCKER LLC
 
 
By:
/s/ Jeanine Lee   
Name:
Jeanine Lee  
Title:
Authorized Signatory and Vice President  
 
EX-99.24 25 av13gex99_24.htm

 
Exhibit 99.24
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS VINTAGE VII EMP LP (the “Company”) does hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry Li, and Jose Canas (and any other  employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and  lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto  each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 2, 2017.


VINTAGE VII EMP LP
 
 
By:
/s/ Jeanine Lee   
Name:
Jeanine Lee  
Title:
Authorized Signatory and Vice President  
 
EX-99.25 26 av13gex99_25.htm

 
Exhibit 99.25
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS RA PROGRAM 2017 FOREIGN INCOME BLOCKER LTD (together with Vintage VII Mgr Hlds LP, Vintage VII A2 Offshore Holdings LP, Vintage VII B Offshore Holdings LP, Vintage VII Offshore Holdings LP, Vintage VII B2 Offshore Corporate Holdings LP, Vintage VII Foreign Income Blocker LLC, Vintage VII B Foreign Income Blocker LLC, Vintage VII Emp Foreign Income Blocker LLC, DALPP Series A(2) Foreign Income Blocker LLC, and FPP Alternative Investments Foreign Income Blocker LLC, the “Record Owners”) (the “Company”) does hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry Li, and Jose Canas (and any other  employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and  lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto  each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 2, 2017.


RA PROGRAM 2017 FOREIGN INCOME BLOCKER LTD
 
 
By:
/s/ Jeanine Lee   
Name:
Jeanine Lee  
Title:
Authorized Signatory and Vice President  
 
EX-99.26 27 av13gex99_26.htm

 
Exhibit 99.26
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS RA PROGRAM LP (the “Company”) does hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry Li, and Jose Canas (and any other  employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and  lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto  each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 2, 2017.


RA PROGRAM LP
 
 
By:
/s/ Jeanine Lee   
Name:
Jeanine Lee  
Title:
Authorized Signatory and Vice President  
 
EX-99.27 28 av13gex99_27.htm

 
Exhibit 99.27

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS GOLDMAN SACHS TL PROGRAM ADVISORS, INC. (the “Company”) does hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry Li, and Jose Canas (and any other  employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and  lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto  each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 2, 2017.


GOLDMAN SACHS TL PROGRAM ADVISORS, INC.
 
 
By:
/s/ Jeanine Lee   
Name:
Jeanine Lee  
Title:
Authorized Signatory and Vice President  
 
EX-99.28 29 av13gex99_28.htm

 
Exhibit 99.28

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS GSAM GEN-PAR, L.L.C. (the “Company”) does hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry Li, and Jose Canas (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of November 3, 2017.


GSAM GEN-PAR, L.L.C.
 
 
By:
/s/ Jeanine Lee   
Name:
Jeanine Lee  
Title:
Authorized Signatory and Vice President