| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | TPG | Class A Common Stock | 38.7K | Dec 15, 2023 | Direct | F1 | |||||
| holding | TPG | Class A Common Stock | 176K | Dec 15, 2023 | By Personal Investment Vehicle | F3, F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | TPG | TPG Partners Holdings, L.P. Units | Dec 15, 2023 | Class A common stock | 6.56M | By Personal Investment Vehicle | F2, F3, F4 |
| Id | Content |
|---|---|
| F1 | Includes restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Class A common stock ("Class A common stock") of TPG Inc. (the "Issuer"). 1/3 of the RSUs will vest on each of the first, second and third anniversaries of the date of grant. |
| F2 | Pursuant to the Amended and Restated Exchange Agreement filed by the Issuer with the Securities and Exchange Commission on November 2, 2023, units ("TPH Units") of TPG Partner Holdings, L.P. ("Partner Holdings") 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 transfer restrictions (the "exchange consideration"). Upon an exchange of TPH Units, an equal number of Common Units of TPG Operating Group II, L.P. 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. |
| F3 | Because of the relationship between the Reporting Person and the entities holding these securities, the Reporting Person may be deemed to beneficially own these securities to the extent of the greater of the Reporting Person's direct or indirect pecuniary interest in the profits, capital accounts or distributions of the holder. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of the Reporting Person's pecuniary interest therein, if any. |
| F4 | 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 Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of the Reporting Person's pecuniary interest. |
5. Bradford Berenson is signing on behalf of Mr. Rhodes pursuant to the power of attorney dated December 15, 2023, which is attached hereto as an exhibit. Exhibit 24.1 - Power of Attorney