Ken N. Murphy - Mar 1, 2023 Form 4 Insider Report for TPG Inc. (TPG)

Role: Chief Operating Officer
Signature: /s/ Bradford Berenson, as attorney-in-fact (3)
Stock symbol: TPG
Transactions as of: Mar 1, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/3/2023, 04:05 PM
Previous filing: Jan 18, 2023

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 Partners Holdings, L.P. Units	Award	$0	+9.03K	+0.37%	$0.00	2.45M	Mar 1, 2023	Class A Common Stock	9.03K		Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	On March 1, 2023, 9,025 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.
F2	Pursuant to an exchange agreement, as disclosed in the prospectus of TPG Inc. (the "Issuer"), filed with the Securities and Exchange Commission on January 4, 2022, 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.

Content

On March 1, 2023, 9,025 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 an exchange agreement, as disclosed in the prospectus of TPG Inc. (the "Issuer"), filed with the Securities and Exchange Commission on January 4, 2022, 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.

Remarks:

(3) 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.