| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TPG | Class A Common Stock | Options Exercise | +169K | +42.69% | 566K | Mar 22, 2024 | Direct | F1 | ||
| transaction | TPG | Class A Common Stock | Tax liability | -$961K | -21.5K | -3.79% | $44.75 | 545K | Apr 1, 2024 | Direct | F2 |
| holding | TPG | Class A Common Stock | 513K | Mar 22, 2024 | By Family Trusts | F5, F6 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TPG | Performance Stock Units | Options Exercise | $0 | -169K | -50% | $0.00 | 169K | Mar 22, 2024 | Class A Common Stock | 169K | Direct | F1 | |
| transaction | TPG | TPG Partner Holdings, L.P. Units | Award | $0 | +5.44K | +0.05% | $0.00 | 10.6M | Apr 1, 2024 | Class A Common Stock | 5.44K | By Family Trusts | F3, F4, F5, F6 |
| Id | Content |
|---|---|
| F1 | Represents performance stock units ("PSUs") granted to the Reporting Person on January 13, 2022, at the time of the initial public offering of TPG Inc. (the "Issuer"). Each PSU represents a contingent right to receive one share of Class A common stock ("Class A common stock") of the Issuer when both the service and performance conditions are satisfied. 25% of the PSUs service-vested on January 13, 2024, and 25% of the PSUs will service-vest on each of January 13, 2025, 2026 and 2027. 50% of the PSUs performance-vest on each of the first day following the date on which the 30-day volume weighted average trading price of a share of Class A common stock equals or exceeds $44.25 (the "1.5x measure") and (y) $59.00 (the "2.0x measure"). On March 22, 2024, 169,491 PSUs performance vested upon the achievement of the 1.5x measure. |
| F2 | On April 1, 2024, the Issuer withheld 21,475 shares of Class A common stock from the Reporting Person for payment of the tax liability incident to the settlement of vested PSUs previously granted by the Issuer. |
| F3 | On April 1, 2024, 5,441 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. |
| 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. Sisitsky pursuant to the power of attorney dated December 30, 2021, which was previously filed with the Commission.