| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TPG | TPG Operating Group Common Units | Other | $0 | -1M | -0.44% | $0.00 | 229M | Mar 30, 2023 | Class A Common Stock | 1M | See Explanation of Responses | F1, F2, F3, F4, F5 |
| Id | Content |
|---|---|
| F1 | On March 30, 2023, in order to facilitate the exchange by a certain Pre-IPO Investor (as defined in the prospectus (the "Prospectus") of TPG Inc. (the "Issuer"), filed with the Securities and Exchange Commission on January 4, 2022) of common units ("Common Units") of the TPG Operating Group for shares of Class A common stock of the Issuer, where such Common Units were indirectly held through TPG New Holdings, LLC ("TPG New Holdings") and TPG Group Holdings (SBS), L.P. ("TPG Group Holdings"), TPG Group Holdings distributed to TPG New Holdings one million Common Units, which TPG New Holdings distributed to the Pre-IPO Investor in redemption of one million of the Pre-IPO Investor's TPG New Holdings common units. |
| F2 | Represents securities held by TPG Group Holdings, of which (i) the general partner is TPG Group Holdings (SBS) Advisors, LLC, the managing member of which is TPG GP A, LLC ("TPG GP A"); and (ii) the sole limited partner is TPG New Holdings of which (a) the managing member is TPG Group Advisors (Cayman), Inc. ("TPG Group Advisors (Cayman)"), of which the sole shareholder is TPG Group Advisors (Cayman), LLC, of which the sole member is TPG GP A; and (b) the member is TPG Partner Holdings, L.P., of which the general partner is TPG Group Advisors (Cayman). |
| F3 | Pursuant to an exchange agreement, as disclosed in the Prospectus, the Common 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 compliance with lock-up, vesting and transfer restrictions and the terms of the exchange agreement. Upon an exchange of the Common Units, an equal number of shares of Class B common stock of the Issuer accompanying the Common Units and also held by TPG 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 | Because of the relationship between the Reporting Persons and the entities holding these securities, the Reporting Persons may be deemed to beneficially own these securities to the extent of the greater of the Reporting Persons' direct or indirect pecuniary interest in the profits, capital accounts or distributions of the holder. The Reporting Persons disclaim beneficial ownership of these securities, except to the extent of the Reporting Persons' pecuniary interest therein, if any. |
| F5 | 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 the Reporting Persons' pecuniary interest. |
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.