SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* TPG GP A, LLC (Last) (First) (Middle) C/O TPG INC., 301 COMMERCE STREET, SUITE 3600 (Street) FORT WORTH TX 76102 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/01/2023	3. Issuer Name and Ticker or Trading Symbol AG Twin Brook Capital Income Fund [ N/A ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common shares of beneficial interest, Class I	11,620,694.028	I	See Explanation of Responses(1)(2)(3)
Common shares of beneficial interest, Class I	160,610.258	I	See Explanation of Responses(2)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* TPG GP A, LLC (Last) (First) (Middle) C/O TPG INC., 301 COMMERCE STREET, SUITE 3600 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BONDERMAN DAVID (Last) (First) (Middle) C/O TPG INC., 301 COMMERCE STREET, SUITE 3600 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* COULTER JAMES G (Last) (First) (Middle) C/O TPG INC., 301 COMMERCE STREET, SUITE 3600 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WINKELRIED JON (Last) (First) (Middle) C/O TPG INC., 301 COMMERCE STREET, SUITE 3600 (Street) FORT WORTH TX 76102 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These securities are held directly by AGTB BDC Holdings, L.P. ("BDC Holdings"), whose sole general partner is AGTB BDC Holdings GP LLC ("BDC Holdings GP"). Angelo, Gordon & Co., L.P. ("Angelo Gordon") is the investment advisor to BDC Holdings and sole member of BDC Holdings GP.

2. On May 14, 2023, TPG Inc. and certain of its affiliated entities entered into a transaction agreement (the "Transaction Agreement") with Angelo Gordon and AG Funds, L.P. and certain of their affiliated entities pursuant to which TPG Inc. agreed to acquire Angelo Gordon and AG Funds, L.P. on the terms and subject to the conditions set forth in the Transaction Agreement (the "Transaction"). As a result of the Transaction's consummation on November 1, 2023, each of David Bonderman, James G. Coulter, Jon Winkelried and TPG GP A, LLC (collectively, the "Reporting Persons") may be deemed to be the indirect beneficial owner of the securities reported herein. The Reporting Persons disclaim beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, if any.

3. Pursuant to Rule 16a-1(a)(4) under the Securities and 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.

4. These securities are held directly by Angelo Gordon.

Remarks:

(5) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. (6) Gerald Neugebauer is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated February 26, 2020, which were previously filed with the Securities and Exchange Commission. (7) Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to the authorization and designation letter dated October 12, 2020, which was previously filed with the Securities and Exchange Commission.

	/s/ Bradford Berenson, General Counsel, TPG GP A, LLC (5)	11/02/2023
	/s/ Gerald Neugebauer on behalf of David Bonderman (5)(6)	11/02/2023
	/s/ Gerald Neugebauer on behalf of James G. Coulter (5)(6)	11/02/2023
	/s/ Gerald Neugebauer on behalf of Jon Winkelried (5)(7)	11/02/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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