Bradford Berenson - Jan 13, 2024 Form 4 Insider Report for TPG Inc. (TPG)

Signature
/s/ Bradford Berenson
Stock symbol
TPG
Transactions as of
Jan 13, 2024
Transactions value $
-$820,712
Form type
4
Date filed
1/17/2024, 04:43 PM
Previous filing
Mar 3, 2023
Next filing
Feb 29, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TPG Class A Common Stock Tax liability -$821K -20.8K -10.95% $39.52 169K Jan 13, 2024 Direct F1
transaction TPG Class A Common Stock Award +27.4K +16.21% 196K Jan 13, 2024 Direct F2

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 +6.14K +0.4% $0.00 1.53M Jan 15, 2024 Class A Common Stock 6.14K Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On January 13, 2024, TPG Inc. (the "Issuer") withheld 20,767 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. 14,930 of the RSUs will vest in three equal installments on each of the first, second and third anniversaries of the date of grant. 12,441 of the RSUs will vest in four equal installments on each of the first, second, third and fourth anniversaries of the date of grant.
F3 On January 15, 2024, 6,135 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.
F4 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 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.