Bradford Berenson - Feb 27, 2024 Form 4 Insider Report for TPG Inc. (TPG)

Role: General Counsel
Signature: /s/ Bradford Berenson
Stock symbol: TPG
Transactions as of: Feb 27, 2024
Transactions value $: -$3,784,868
Form type: 4
Date filed: 2/29/2024, 06:15 PM
Previous filing: Jan 17, 2024
Next filing: Apr 3, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TPG	Class A Common Stock	Options Exercise	$0	+90.9K	+46.32%	$0.00	287K	Feb 27, 2024	Direct	F1
transaction	TPG	Class A Common Stock	Sale	-$3.78M	-90.9K	-31.65%	$41.64	196K	Feb 29, 2024	Direct

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	Options Exercise	$0	-90.9K	-5.96%	$0.00	1.43M	Feb 27, 2024	Class A Common Stock	90.9K		Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	On February 27, 2024, pursuant to the Amended and Restated Exchange Agreement filed by TPG Inc. (the "Issuer") with the Securities and Exchange Commission (the "Commission") on November 2, 2023, the Reporting Person exchanged 90,895 units ("TPH Units") of TPG Partner Holdings, L.P. ("Partner Holdings") for an equal number of shares of Class A common stock ("Class A common stock") of the Issuer.
F2	Pursuant to the Amended and Restated Exchange Agreement filed by the Issuer with 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.

Content

On February 27, 2024, pursuant to the Amended and Restated Exchange Agreement filed by TPG Inc. (the "Issuer") with the Securities and Exchange Commission (the "Commission") on November 2, 2023, the Reporting Person exchanged 90,895 units ("TPH Units") of TPG Partner Holdings, L.P. ("Partner Holdings") for an equal number of shares of Class A common stock ("Class A common stock") of the Issuer.

Pursuant to the Amended and Restated Exchange Agreement filed by the Issuer with 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.