James G Coulter Receives Stock Award at TPG Inc (TPG) — SEC Form 4, Jan 17, 2024

F1

On January 13, 2024, TPG Inc. (the "Issuer") withheld 32,377 shares of Class A common stock ("Class A common stock") of the Issuer from the Reporting Person for payment of the tax liability incident to the vesting of restricted stock units ("RSUs") previously granted by the Issuer. Show more

F2

Represents RSUs. Each RSU represents a contingent right to receive one share of Class A common stock. 1/3 of the RSUs will vest on each of the first, second and third anniversaries of the date of grant. Show more

F3

Represents shares of Class A common stock held by TPG Group Holdings (SBS), L.P. ("Group Holdings"), of which: (i) the general partner is TPG Group Holdings (SBS) Advisors, LLC, the managing member of which is TPG GP A, LLC ("GP LLC"), whose members include JC GP, LLC, which is owned and controlled by the Reporting Person; and (ii) the sole limited partner is TPG New Holdings, LLC, of which: (a) the managing member is TPG Group Advisors (Cayman), Inc. ("Advisors"), of which the sole shareholder is TPG Group Advisors (Cayman), LLC, of which the sole member is GP LLC; and (b) the member is TPG Partner Holdings, L.P. ("Partner Holdings"), of which the general partner is Advisors and the Reporting Person is a limited partner. Show more

F4

By GP LLC. Show more

F5

By New TPG GP Advisors, Inc., of which the Reporting Person is a member. Show more

F6

On January 15, 2024, 158,936 additional units ("TPH Units") of 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. Show more

F7

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 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. Show more

F8

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. Show more

F9

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. Show more

10. Bradford Berenson is signing on behalf of Mr. Coulter pursuant to the power of attorney dated December 29, 2021, which was previously filed with the Commission.