| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | TTAN | Series A-1 Preferred Stock | Dec 11, 2024 | Common Stock | 600K | See Explanation of Responses | F1, F2, F3, F5, F6 | |||||||
| holding | TTAN | Series H Preferred Stock | Dec 11, 2024 | Common Stock | 3.56M | See Explanation of Responses | F1, F2, F3, F4, F5, F6 |
| Id | Content |
|---|---|
| F1 | Each of James G. Coulter and Jon Winkelried own entities that control TPG GP A, LLC (together with Messrs. Coulter and Winkelried, the "Reporting Persons"), which is the managing member of each of (i) TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., and (ii) Alabama Investments (Parallel) GP, LLC, which is the general partner of each of (a) Alabama Investments (Parallel), LP, (b) Alabama Investments (Parallel) Founder A, LP and (c) Alabama Investments (Parallel) Founder G, LP, which, collectively with TPG Group Holdings (SBS), L.P., Alabama Investments (Parallel), LP and Alabama Investments (Parallel) Founder A, LP, holds 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc. |
| F2 | TPG Inc. is the sole member of TPG GPCo, LLC, which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Operating Group I, L.P., which is the managing member of TPG Tech Adjacencies GenPar II Advisors, LLC, which is the general partner of TPG Tech Adjacencies GenPar II, L.P., which is the managing member of TPG Tech Adjacencies II SPV GP, LLC, which is the general partner of TPG Tech Adjacencies II Sherpa, L.P. ("TPG Sherpa"), which directly holds 600,000 shares of Series A-1 Preferred Stock and 3,559,131 shares of Series H Preferred Stock (together with the Series A-1 Preferred Stock, the "Preferred Stock") of ServiceTitan, Inc. (the "Issuer"). |
| F3 | Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer (the "Certificate of Incorporation"), the shares of Preferred Stock are convertible, at the option of the holder, at any time into shares of Common Stock of the Issuer at a conversion rate equal to one share of Common Stock per one share of Preferred Stock, subject to adjustment, including in the case of the Series H Preferred Stock, for adjustment in the event of an IPO (as defined in the Certificate of Incorporation) of the Issuer. |
| F4 | The number of shares of Common Stock underlying the Series H Preferred Stock is reported herein prior to the upward adjustment required by the Certificate of Incorporation in the event of an IPO of the Issuer where the IPO Price is less than the Ratchet Adjustment Denominator (each as defined in the Certificate of Incorporation). |
| F5 | Because of the relationship between the Reporting Persons and TPG Sherpa, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Sherpa. Each of TPG Sherpa and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Sherpa's or such 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 Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. |
(7) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. (8) Gerald Neugebauer is signing on behalf of Messrs. Coulter and Winkelried pursuant to authorization and designation letters dated January 10, 2024, which were previously filed with the Securities and Exchange Commission.