| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TPG | Class A Common Stock | Options Exercise | $0 | +1M | +30.06% | $0.00 | 4.33M | Feb 27, 2024 | Direct | F1 |
| transaction | TPG | Class A Common Stock | Sale | -$41.6M | -1M | -23.11% | $41.64 | 3.33M | Feb 29, 2024 | Direct | |
| transaction | TPG | Class A Common Stock | Sale | -$1.41M | -33.9K | -100% | $41.64 | 0 | Feb 29, 2024 | See Explanation of Responses | F2, F5, F6 |
| transaction | TPG | Class A Common Stock | Sale | -$706K | -16.9K | -100% | $41.64 | 0 | Feb 29, 2024 | See Explanation of Responses | F3, F5, F6 |
| 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 | -1M | -8.12% | $0.00 | 11.3M | Feb 27, 2024 | Class A Common Stock | 1M | Direct | F1, F4 | |
| holding | TPG | TPG Partners Holdings, L.P. Units | 3.95M | Feb 27, 2024 | Class A Common Stock | 3.95M | By Personal Investment Vehicle | F4, F5, F6 | ||||||
| holding | TPG | TPG Partners Holdings, L.P. Units | 1.97M | Feb 27, 2024 | Class A Common Stock | 1.97M | By Family Trust | F4, F5, F6 |
| 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 1,000,000 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 | Represents shares of Class A common stock that had been 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. |
| F3 | By GP LLC. |
| F4 | 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 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. |
| F5 | 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. |
| F6 | 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. |
(7) 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.