Ken N. Murphy - Jan 12, 2022 Form 4 Insider Report for TPG Inc. (TPG)

Role: Chief Operating Officer
Signature: /s/ Bradford Berenson, as attorney-in-fact (5)
Stock symbol: TPG
Transactions as of: Jan 12, 2022
Transactions value $: $0
Form type: 4
Date filed: 1/13/2022, 06:45 PM
Next filing: Jan 13, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TPG	Restricted Stock Units	Award		+169K			169K	Jan 13, 2022	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TPG	TPG Partner Holdings, L.P. Units	Award		+2.43M			2.43M	Jan 12, 2022	Class A Common Stock	2.43M		Direct	F2, F3
transaction	TPG	Performance Stock Units	Award	$0	+169K		$0.00	169K	Jan 13, 2022	Class A Common Stock	169K		Direct	F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A common stock of TPG Inc. (the "Issuer"). 25% of the RSUs will vest on each of the second, third, fourth and fifth anniversaries of the date of grant, subject to the Reporting Person's continuous service through the vesting date.
F2	Pursuant to the restructuring of the TPG Operating Group, as disclosed in the prospectus of the Issuer, filed with the Securities and Exchange Commission on January 4, 2022 (the "Prospectus"), the Reporting Person, as a partner of TPG Partner Holdings, L.P. ("Partner Holdings") prior to the Issuer's initial public offering, received units ("TPH Units") of Partner Holdings.
F3	Pursuant to an exchange agreement, as disclosed in the Prospectus, TPH Units are ultimately exchangeable for cash or, at the Issuer's election, shares of Class A common stock of the Issuer 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 the TPG Operating Group 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.
F4	Each performance stock unit ("PSU") represents a contingent right to receive one share of Class A common stock when both the service and performance conditions are satisfied. 25% of the PSUs will service-vest on each of the second, third, fourth and fifth anniversaries of the date of grant. 50% of the PSUs will performance-vest on each of the first day following the date on which the 30-day volume weighted average trading price of a share of Class A common stock equals or exceeds (x) 1.5x the initial public offering price (the "1.5x measure") and (y) 2.0x the initial public offering price (the "2.0x measure"). The PSUs with respect to the 1.5x measure will be forfeited if the 1.5x measure is not achieved prior to the fifth anniversary of the grant date and the PSUs with respect to the 2.0x measure will be forfeited if the 2.0x measure is not achieved prior to the eighth anniversary of the grant date.

Remarks:

5. Bradford Berenson is signing on behalf of Mr. Murphy pursuant to the power of attorney dated December 29, 2021, which was previously filed with the Securities and Exchange Commission.