0000947871-24-000049.txt : 20240117 0000947871-24-000049.hdr.sgml : 20240117 20240117170921 ACCESSION NUMBER: 0000947871-24-000049 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240113 FILED AS OF DATE: 20240117 DATE AS OF CHANGE: 20240117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Raj Nehal CENTRAL INDEX KEY: 0001733964 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41222 FILM NUMBER: 24539252 MAIL ADDRESS: STREET 1: C/O TPG GLOBAL, LLC STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TPG Inc. CENTRAL INDEX KEY: 0001880661 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] ORGANIZATION NAME: 02 Finance IRS NUMBER: 872063362 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-4000 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 FORMER COMPANY: FORMER CONFORMED NAME: TPG Partners, LLC DATE OF NAME CHANGE: 20210827 4 1 ownership.xml X0508 4 2024-01-13 0 0001880661 TPG Inc. TPG 0001733964 Raj Nehal 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 1 0 0 0 0 Class A Common Stock 2024-01-13 4 F 0 224922 39.52 D 2167738 D Class A Common Stock 2024-01-13 4 A 0 29859 A 2197597 D Class A Common Stock 549712 I By Personal Investment Vehicle TPG Partners Holdings, L.P. Units 2024-01-15 4 A 0 16932 0 A Class A Common Stock 16932 3602083 I By Personal Investment Vehicle On January 13, 2024, TPG Inc. (the "Issuer") withheld 224,922 shares of Class A common stock ("Class A common stock") of the Issuer from the Reporting Person for payment of the tax liability incident to the vesting of restricted stock units ("RSUs") previously granted by the Issuer. Represents RSUs. Each RSU represents a contingent right to receive one share of Class A common stock. 1/3 of the RSUs will vest on each of the first, second and third anniversaries of the date of grant. On January 15, 2024, 16,932 additional units ("TPH Units") of TPG Partner Holdings, L.P. ("Partner Holdings") were allocated automatically to the Reporting Person in accordance with Partner Holdings' limited partnership agreement upon their forfeiture by a former partner of Partner Holdings. Pursuant to the Amended and Restated Exchange Agreement filed by the Issuer with the Securities and Exchange Commission (the "Commission") on November 2, 2023, TPH Units are ultimately exchangeable for cash or, at the Issuer's election, shares of Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments and transfer restrictions (the "exchange consideration"). Upon an exchange of TPH Units, an equal number of Common Units of TPG Operating Group II, L.P. held by TPG Group Holdings (SBS), L.P. ("Group Holdings"), of which Partner Holdings is an indirect limited partner, are exchanged on a one-for-one basis for the exchange consideration, and an equal number of shares of Class B common stock of the Issuer also held by Group Holdings will be automatically cancelled for no additional consideration. Each share of Class B common stock entitles the holder to ten votes per share but carries no economic rights. Because of the relationship between the Reporting Person and the entities holding these securities, the Reporting Person may be deemed to beneficially own these securities to the extent of the greater of the Reporting Person's direct or indirect pecuniary interest in the profits, capital accounts or distributions of the holder. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of the Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of the Reporting Person's pecuniary interest. 7. Bradford Berenson is signing on behalf of Mr. Raj pursuant to the power of attorney dated December 15, 2023, which was previously filed with the Commission. (7) /s/ Bradford Berenson, as attorney-in-fact 2024-01-17