Bradford Berenson - Oct 22, 2024 Form 4 Insider Report for TPG Inc. (TPG)

Role: General Counsel
Signature: /s/ Bradford Berenson
Stock symbol: TPG
Transactions as of: Oct 22, 2024
Transactions value $: -$716,477
Form type: 4
Date filed: 10/24/2024, 06:16 PM
Previous filing: Apr 12, 2024
Next filing: Nov 4, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TPG	Class A Common Stock	Options Exercise		+84.7K	+31.36%		355K	Oct 22, 2024	Direct	F1
transaction	TPG	Class A Common Stock	Tax liability	-$716K	-10.7K	-3.03%	$66.68	344K	Oct 23, 2024	Direct	F2

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	Performance	Options Exercise	$0	-84.7K	-100%	$0.00	0	Oct 22, 2024	Class A Common Stock	84.7K		Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

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 October 22, 2024, 84,746 PSUs performance vested upon the achievement of the 2.0x measure.
F2	On October 23, 2024, the Issuer withheld 10,745 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.

Content

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 October 22, 2024, 84,746 PSUs performance vested upon the achievement of the 2.0x measure.

On October 23, 2024, the Issuer withheld 10,745 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.