| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TPG | Class A Common Stock | Tax liability | -$1.78M | -45.1K | -1.4% | $39.52 | 3.18M | Jan 13, 2024 | Direct | F1 |
| transaction | TPG | Class A Common Stock | Award | +143K | +4.5% | 3.33M | Jan 13, 2024 | Direct | F2 | ||
| holding | TPG | Class A Common Stock | 33.9K | Jan 13, 2024 | See Explanation of Responses | F3, F7, F8 | |||||
| holding | TPG | Class A Common Stock | 16.9K | Jan 13, 2024 | See Explanation of Responses | F4, F7, F8 |
| 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 | +50.9K | +0.41% | $0.00 | 12.3M | Jan 15, 2024 | Class A Common Stock | 50.9K | Direct | F5, F6 | |
| transaction | TPG | TPG Partners Holdings, L.P. Units | Award | $0 | +15.9K | +0.4% | $0.00 | 3.95M | Jan 15, 2024 | Class A Common Stock | 15.9K | By Personal Investment Vehicle | F5, F6, F7, F8 | |
| transaction | TPG | TPG Partners Holdings, L.P. Units | Award | $0 | +7.94K | +0.4% | $0.00 | 1.97M | Jan 15, 2024 | Class A Common Stock | 7.94K | By Family Trust | F5, F6, F7, F8 |
| Id | Content |
|---|---|
| F1 | On January 13, 2024, TPG Inc. (the "Issuer") withheld 45,139 shares of Class A common stock ("Class A common stock") of the Issuer from the Reporting Person for payment of the tax liability incident to the vesting of restricted stock units ("RSUs") previously granted by the Issuer. |
| F2 | Represents RSUs. Each RSU represents a contingent right to receive one share of Class A common stock. 1/3 of the RSUs will vest on each of the first, second and third anniversaries of the date of grant. |
| F3 | Represents shares of Class A common stock held by TPG Group Holdings (SBS), L.P. ("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 ("GP LLC"), whose members include JW CC, LLC, which is owned and controlled by the Reporting Person; and (ii) the sole limited partner is TPG New Holdings, LLC, of which: (a) the managing member is TPG Group Advisors (Cayman), Inc. ("Advisors"), of which the sole shareholder is TPG Group Advisors (Cayman), LLC, of which the sole member is GP LLC; and (b) the member is TPG Partner Holdings, L.P. ("Partner Holdings"), of which the general partner is Advisors and the Reporting Person is a limited partner. |
| F4 | By GP LLC. |
| F5 | On January 15, 2024, 74,681 additional units ("TPH Units") of 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. |
| F6 | Pursuant to the Amended and Restated Exchange Agreement filed by the Issuer with the Securities and Exchange Commission (the "Commission") on November 2, 2023, TPH 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 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 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. |
| F7 | 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. |
| F8 | 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. |
9. Bradford Berenson is signing on behalf of Mr. Winkelried pursuant to the power of attorney dated December 29, 2021, which was previously filed with the Commission.