Jon Winkelried - Feb 27, 2024 Form 4 Insider Report for TPG Inc. (TPG)

Signature
/s/ Bradford Berenson, as attorney-in-fact (7)
Stock symbol
TPG
Transactions as of
Feb 27, 2024
Transactions value $
-$43,757,311
Form type
4
Date filed
2/29/2024, 07:01 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 +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

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 -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
* 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 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.

Remarks:

(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.