Martin Davidson - Feb 27, 2024 Form 4 Insider Report for TPG Inc. (TPG)

Role
Chief Accounting Officer
Signature
/s/ Bradford Berenson, as attorney-in-fact (3)
Stock symbol
TPG
Transactions as of
Feb 27, 2024
Transactions value $
-$1,637,160
Form type
4
Date filed
2/29/2024, 06:26 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 +39.3K +126.87% $0.00 70.3K Feb 27, 2024 Direct F1
transaction TPG Class A Common Stock Sale -$1.64M -39.3K -55.92% $41.64 31K 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 -39.3K -5.96% $0.00 621K Feb 27, 2024 Class A Common Stock 39.3K 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 39,317 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.

Remarks:

(3) Bradford Berenson is signing on behalf of Mr. Davidson pursuant to the power of attorney dated December 29, 2021, which was previously filed with the Commission.