0000903423-18-000418.txt : 20180802
0000903423-18-000418.hdr.sgml : 20180802
20180802165326
ACCESSION NUMBER: 0000903423-18-000418
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180731
FILED AS OF DATE: 20180802
DATE AS OF CHANGE: 20180802
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: COULTER JAMES G
CENTRAL INDEX KEY: 0001099776
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38083
FILM NUMBER: 18989072
MAIL ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BONDERMAN DAVID
CENTRAL INDEX KEY: 0000860866
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38083
FILM NUMBER: 18989073
MAIL ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TPG Group Holdings (SBS) Advisors, Inc.
CENTRAL INDEX KEY: 0001495741
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38083
FILM NUMBER: 18989074
BUSINESS ADDRESS:
STREET 1: C/O TPG GLOBAL, LLC
STREET 2: 301 COMMERCE STREET, SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
BUSINESS PHONE: 817-871-4000
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: Magnolia Oil & Gas Corp
CENTRAL INDEX KEY: 0001698990
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 815365682
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1001 FANNIN STREET
STREET 2: SUITE 400
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: 713-842-9050
MAIL ADDRESS:
STREET 1: 1001 FANNIN STREET
STREET 2: SUITE 400
CITY: HOUSTON
STATE: TX
ZIP: 77002
FORMER COMPANY:
FORMER CONFORMED NAME: Magnolia Oil & Gas
DATE OF NAME CHANGE: 20180801
FORMER COMPANY:
FORMER CONFORMED NAME: TPG Pace Energy Holdings Corp.
DATE OF NAME CHANGE: 20170224
4
1
magnolia4.xml
OWNERSHIP DOCUMENT
X0306
4
2018-07-31
0
0001698990
Magnolia Oil & Gas Corp
MGY
0001495741
TPG Group Holdings (SBS) Advisors, Inc.
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
1
0
1
0
0000860866
BONDERMAN DAVID
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
1
0
1
0
0001099776
COULTER JAMES G
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
1
0
1
0
Class A Common Stock
2018-07-31
4
C
0
16090000
A
16090000
I
See Explanation of Responses
Class A Common Stock
2018-07-31
4
A
0
368000
10.00
A
16558000
I
See Explanation of Responses
Class A Common Stock
2018-07-31
4
A
0
100000
10.00
A
16558000
I
See Explanation of Responses
Class F Common Stock
2018-07-31
4
C
0
16090000
D
Class A Common Stock
16090000
0
I
See Explanation of Responses
On July 31, 2018 upon the closing of the initial business combination (the "Business Combination") of TPG Pace Energy Holdings Corp. (the "Issuer"), the shares of Class F common stock, par value $0.0001 per share (the "Class F Shares"), of the Issuer held by TPG Pace Energy Sponsor, LLC ("Pace Energy Sponsor") automatically converted into an equal number of shares of Class A common stock, par value $0.0001 per share (the "Class A Shares"), of the Issuer. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the Class F Shares had been convertible into Class A Shares on a one-for-one basis, subject to adjustment, at any time at the option of the holder thereof. In connection with the Business Combination, the Issuer changed its name to Magnolia Oil & Gas Corporation.
David Bonderman and James G. Coulter are the sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole shareholder of TPG Holdings III-A, Inc., which is the general partner of TPG Holdings III-A, L.P., which is the general partner of TPG Holdings III, L.P., which is the sole member of TPG Pace Governance, LLC, which is the managing member of Pace Energy Sponsor.
In connection with the Business Combination, David Bonderman acquired directly or indirectly 368,000 Class A Shares, and James G. Coulter acquired directly or indirectly 100,000 Class A Shares.
Because of the relationship between the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective direct or indirect pecuniary interests therein. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
(6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (7) Bradford Berenson is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated March 13, 2018, which were previously filed with the Securities and Exchange Commission.
/s/ Michael LaGatta, Vice President, TPG Group Holdings (SBS) Advisors, Inc.(6)
2018-08-02
/s/ Bradford Berenson on behalf of David Bonderman (6)(7)
2018-08-02
/s/ Bradford Berenson on behalf of James G. Coulter (6)(7)
2018-08-02