Jon Winkelried - Jan 12, 2022 Form 3 Insider Report for TPG Pace Beneficial II Corp. (YTPG)

Role: Director, 10%+ Owner
Signature: /s/ Gerald Neugebauer on behalf of Jon Winkelried (4)
Stock symbol: YTPG
Transactions as of: Jan 12, 2022
Transactions value $: $0
Form type: 3
Date filed: 1/21/2022, 05:27 PM
Next filing: Jan 13, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	YTPG	Class A Ordinary Shares						1M	Jan 12, 2022	See Explanation of Responses	F1, F2, F3

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
holding	YTPG	Class F Ordinary Shares							Jan 12, 2022	Class A Ordinary Shares	4.28M		See Explanation of Responses	F1, F2, F3
holding	YTPG	Class G Ordinary Shares							Jan 12, 2022	Class A Ordinary Shares	8.89M		See Explanation of Responses	F1, F2, F3

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

Explanation of Responses:

Id	Content
F1	On January 12, 2022, in connection with TPG Inc.'s initial public offering, TPG Inc. engaged in certain transactions as part of a corporate reorganization. As a result of the reorganization, Mr. Jon Winkelried (the "Reporting Person") may be deemed to beneficially own the Class A Ordinary Shares, par value $0.0001 per share (the "Class A Shares"), Class F Ordinary Shares, par value $0.0001 per share (the "Class F Shares"), and Class G Ordinary Shares, par value $0.0001 per share (the "Class G Shares"), of TPG Pace Beneficial II Corp. (the "Issuer") held by TPG Pace Beneficial II Sponsor, Series LLC ("TPG Pace Beneficial II Sponsor"). The Reporting Person disclaims beneficial ownership of the securities of the Issuer held by TPG Pace Beneficial II Sponsor, except to the extent of his pecuniary interest therein, if any. The Reporting Person does not directly own any securities of the Issuer.
F2	Pursuant to the Issuer's Memorandum and Articles of Association, as amended, (i) the Class F Shares will automatically convert into Class A Shares at the time of the Issuer's initial business combination, and (ii) the Class G Shares will convert into Class A Shares after the Issuer's initial business combination only to the extent the trading price of the Class A Shares exceeds certain thresholds or in the event of a change of control transaction, in each case subject to adjustment.
F3	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 his pecuniary interest.

Remarks:

4. Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to an authorization and designation letter dated October 12, 2020, which was previously filed with the Securities and Exchange Commission.