| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | TPG | Class A Common Stock | Options Exercise | +84.7K | +25.39% | 418K | Mar 22, 2024 | Direct | F1 | ||
| transaction | TPG | Class A Common Stock | Tax liability | -$481K | -10.7K | -2.57% | $44.75 | 408K | Apr 1, 2024 | Direct | F2 |
| 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 | -84.7K | -50% | $0.00 | 84.7K | Mar 22, 2024 | Class A Common Stock | 84.7K | Direct | F1 | |
| transaction | TPG | TPG Partner Holdings, L.P. Units | Award | $0 | +778 | +0.05% | $0.00 | 1.58M | Apr 1, 2024 | Class A Common Stock | 778 | Direct | F3, F4 |
| 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, 84,745 PSUs performance vested upon the achievement of the 1.5x measure. |
| F2 | On April 1, 2024, the Issuer withheld 10,738 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, 778 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. |
5. Bradford Berenson is signing on behalf of Ms. Vazquez-Ubarri pursuant to the power of attorney dated December 30, 2021, which was previously filed with the Commission.