James G Coulter Receives Stock Award at TPG Inc (TPG) — SEC Form 4, Nov 04, 2024

SEC Form 4 · No Market Transaction
Stock Award

Compensation grant — no market purchase or sale.

Reporting Owner
Chair 10% Owner
TXN 2024-10-31 · FILED 2024-11-04
Filing Lag 2 business days within 2-day SEC deadline
Form 4 · Statement of Changes in Beneficial Ownership
Filing Date
2024-11-04
Report Date
2024-11-04
Accession No.
0000947871-24-000844
Accepted At
2024-11-04 22:30 UTC
Reporting Owner
Name Relationship
James G Coulter CIK 0001099776
Director Chair 10% Owner
James G Coulter at TPG Inc Full insider history
Bought (12 mo) —
Sold (12 mo) —
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Derivative Securities Transactions
Title Strike Date Type Shares Price Expiration Underlying Ownership
TPG Partner Holdings, L.P. UnitsF2F1F2F2F2F3F4 2024-10-31 A - Award/Grant 48,595 A $0.00 48,595 Class A Common Stock Indirect By Personal Investment Vehicles
Footnotes (4)
F1
On October 31, 2024, 48,595 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. Show more
F2
Pursuant to the Amended and Restated Exchange Agreement filed by TPG Inc. (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 of the Issuer 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. Show more
F3
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
F4
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
Remarks

(5) 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.

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