TPGXL TPG Operating Group II LP

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

          TPG Inc.          

(Name of Issuer)

 

        Class A Common Stock, $0.001 par value per share        

(Title of Class of Securities)

 

          872657101          

(CUSIP Number)

 

Bradford Berenson

TPG Inc.

301 Commerce Street, Suite 3300

Fort Worth, TX 76102

          (817) 871-4000          

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

          November 14, 2024          

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 10 Pages)

____________

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 872657101

SCHEDULE 13D

Page 2 of 10

 

1	NAMES OF REPORTING PERSONS TPG GP A, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER - 0 -
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 255,756,502 (See Items 3, 4 and 5)
EACH REPORTING PERSON		9	SOLE DISPOSITIVE POWER - 0 -
WITH:		10	SHARED DISPOSITIVE POWER 255,756,502 (See Items 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 255,756,502 (See Items 3, 4 and 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.4% (See Item 5)*
14	TYPE OF REPORTING PERSON (see instructions) OO

 

*

The calculation assumes that there is a total of 358,361,894 shares of Class A Common Stock (as defined below) outstanding, which is the sum of the (i) 97,449,967 shares of Class A Common Stock outstanding as of October 30, 2024, as reported in the Quarterly Report on Form 10-Q filed by the Issuer (as defined below) with the Securities and Exchange Commission (the “Commission”) on November 4, 2024, (ii) 5,155,425 shares of Class A Common Stock issued in connection with the Q4 2024 Exchange (as defined below), and (iii) 255,756,502 shares of Class A Common Stock issuable upon exchange of 255,756,502 Common Units (as defined below) and the cancellation of a corresponding number of shares of Class B Common Stock (as defined below).

 

 

 

CUSIP No. 872657101

SCHEDULE 13D

Page 3 of 10

 

1	NAMES OF REPORTING PERSONS David Bonderman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES		7	SOLE VOTING POWER 37,967
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 255,756,502 (See Items 3, 4 and 5)
EACH REPORTING PERSON		9	SOLE DISPOSITIVE POWER 37,967
WITH:		10	SHARED DISPOSITIVE POWER 255,756,502 (See Items 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 255,794,469 (See Items 3, 4 and 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.4% (See Item 5)*
14	TYPE OF REPORTING PERSON (see instructions) IN

 

*

The calculation assumes that there is a total of 358,361,894 shares of Class A Common Stock outstanding, which is the sum of the (i) 97,449,967 shares of Class A Common Stock outstanding as of October 30, 2024, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 4, 2024, (ii) 5,155,425 shares of Class A Common Stock issued in connection with the Q4 2024 Exchange, and (iii) 255,756,502 shares of Class A Common Stock issuable upon exchange of 255,756,502 Common Units and the cancellation of a corresponding number of shares of Class B Common Stock.

 

 

CUSIP No. 872657101

SCHEDULE 13D

Page 4 of 10

 

1	NAMES OF REPORTING PERSONS James G. Coulter
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES		7	SOLE VOTING POWER 2,539,738
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 255,756,502 (See Items 3, 4 and 5)
EACH REPORTING PERSON		9	SOLE DISPOSITIVE POWER 2,539,738
WITH:		10	SHARED DISPOSITIVE POWER 255,756,502 (See Items 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 258,296,240 (See Items 3, 4 and 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 72.0% (See Item 5)*
14	TYPE OF REPORTING PERSON (see instructions) IN

 

*

The calculation assumes that there is a total of 358,501,666 shares of Class A Common Stock outstanding, which is the sum of the (i) 97,449,967 shares of Class A Common Stock outstanding as of October 30, 2024, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 4, 2024, (ii) 5,155,425 shares of Class A Common Stock issued in connection with the Q4 2024 Exchange, (iii) 255,756,502 shares of Class A Common Stock issuable upon exchange of 255,756,502 Common Units and the cancellation of a corresponding number of shares of Class B Common Stock, and (iv) 139,772 shares of Class A Common Stock issuable to the Reporting Person (as defined below) in respect of RSUs (as defined below) that vest within 60 days of this Schedule 13D (as defined below).

 

 

CUSIP No. 872657101

SCHEDULE 13D

Page 5 of 10

 

1	NAMES OF REPORTING PERSONS Jon Winkelried
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES		7	SOLE VOTING POWER 1,186,741
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 255,756,502 (See Items 3, 4 and 5)
EACH REPORTING PERSON		9	SOLE DISPOSITIVE POWER 1,186,741
WITH:		10	SHARED DISPOSITIVE POWER 255,756,502 (See Items 3, 4 and 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 256,943,243 (See Items 3, 4 and 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.5% (See Item 5)*
14	TYPE OF REPORTING PERSON (see instructions) IN

 

*

The calculation assumes that there is a total of 359,156,537 shares of Class A Common Stock outstanding, which is the sum of the (i) 97,449,967 shares of Class A Common Stock outstanding as of October 30, 2024, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 4, 2024, (ii) 5,155,425 shares of Class A Common Stock issued in connection with the Q4 2024 Exchange, (iii) 255,756,502 shares of Class A Common Stock issuable upon exchange of 255,756,502 Common Units and the cancellation of a corresponding number of shares of Class B Common Stock, and (iv) 794,643 shares of Class A Common Stock issuable to the Reporting Person in respect of RSUs that vest within 60 days of this Schedule 13D.

 

 

 

CUSIP No. 872657101

SCHEDULE 13D

Page 6 of 10

 

This Amendment No. 4 (this “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on November 2, 2023, as amended and supplemented by Amendment No. 1 filed on December 4, 2023, Amendment No. 2 filed on February 28, 2024 and Amendment No. 3 filed on March 4, 2024 (as so amended, the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”), with respect to the shares of Class A Common Stock. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

Item 2. Identity and Background.

This Amendment amends and restates the second, third and fourth paragraphs of Item 2 of the Original Schedule 13D in their entirety as set forth below:

“TPG GP A is the managing member of each of (i) TPG Group Holdings (SBS) Advisors, LLC, a Delaware limited liability company, and (ii) Alabama Investments (Parallel) GP, LLC, a Delaware limited liability company. TPG Group Holdings (SBS) Advisors, LLC is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which directly holds 206,861,136 shares of Class B common stock, $0.001 par value per share (“Class B Common Stock”), of the Issuer.

Alabama Investments (Parallel) GP, LLC is the general partner of each of (i) Alabama Investments (Parallel), LP, a Delaware limited partnership that directly holds 46,882,866 Common Units and a corresponding number of shares of Class B Common Stock, (ii) Alabama Investments (Parallel) Founder A, LP, a Delaware limited partnership that directly holds 962,500 Common Units and a corresponding number of shares of Class B Common Stock, and (iii) Alabama Investments (Parallel) Founder G, LP, a Delaware limited partnership (together with Alabama Investments (Parallel), LP and Alabama Investments (Parallel) Founder A, LP, the “API Entities”) that directly holds 1,050,000 Common Units and a corresponding number of shares of Class B Common Stock.

Excluding the securities beneficially owned by TPG Group Holdings (SBS), L.P. and the API Entities, Mr. Bonderman beneficially owns directly or indirectly 37,967 shares of Class A Common Stock, Mr. Coulter beneficially owns directly or indirectly 2,539,738 shares of Class A Common Stock and Mr. Winkelried beneficially owns directly or indirectly 1,186,741 shares of Class A Common Stock.”

This Amendment amends and restates the sixth paragraph of Item 2 of the Original Schedule 13D in its entirety as set forth below:

“In accordance with the limited liability company agreement of TPG GP A (as amended, the “TPG GP A LLCA”), the Control Group expanded to include Mr. Kelvin Davis and Mr. Todd Sisitsky. Based on the applicable provisions of the TPG GP A LLCA, these members of the expanded Control Group will not be deemed to have beneficial ownership over the securities reported herein.”

Item 4. Purpose of Transaction.

This Amendment amends and supplements Item 4 of the Original Schedule 13D by inserting the following before the penultimate paragraph:

“Q2 2024 Exchange

Pursuant to the Exchange Agreement, on May 20, 2024, 1,998,593 Common Units held by TPG Group Holdings (SBS), L.P. were ultimately distributed to certain partners of TPG Partner Holdings, L.P. in connection with the exchange by such partners of those Common Units for an equal number of shares of Class A Common Stock and the cancellation of an equal number of shares of Class B Common Stock.

Q3 2024 Exchange

Pursuant to the Exchange Agreement, on August 16, 2024, 1,042,119 Common Units held by TPG Group Holdings (SBS), L.P. were ultimately distributed to certain partners of TPG Partner Holdings, L.P. in connection with the exchange by such partners of those Common Units for an equal number of shares of Class A Common Stock and the cancellation of an equal number of shares of Class B Common Stock.

 

CUSIP No. 872657101

SCHEDULE 13D

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Q4 2024 Exchange

Pursuant to the Exchange Agreement, on November 14, 2024, 5,155,425 Common Units were ultimately distributed to certain partners of TPG Partner Holdings, L.P. and the API Entities in connection with the exchange by such partners of those Common Units for an equal number of shares of Class A Common Stock and the cancellation of an equal number of shares of Class B Common Stock (the “Q4 2024 Exchange”).

November 2024 Charitable Donations

On November 18, 2024, Mr. Coulter made a bona fide gift of 300,000 shares of Class A Common Stock to a charitable organization for which no payment or consideration was received.”

Item 5. Interest in Securities of the Issuer.

This Amendment amends and restates the second paragraph of Item 5 of the Original Schedule 13D in its entirety as set forth below:

“(a)-(b) The following sentence is based on, with respect to (i) TPG GP A and Mr. Bonderman, a total of 358,361,894 shares of Class A Common Stock outstanding, (ii) Mr. Coulter, a total of 358,501,666 shares of Class A Common Stock outstanding, and (iii) Mr. Winkelried, a total of 359,156,537 shares of Class A Common Stock outstanding, in each case which is the sum of (a) the 97,449,967 shares of Class A Common Stock outstanding as of October 30, 2024, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 4, 2024, (b) the 5,155,425 shares of Class A Common Stock issued in connection with the Q4 2024 Exchange, (c) the 255,756,502 shares of Class A Common Stock issuable upon exchange of 255,756,502 Common Units and the cancellation of a corresponding number of shares of Class B Common Stock, and (d) with respect to (x) Mr. Coulter, the 139,772 shares of Class A Common Stock issuable to Mr. Coulter in respect of RSUs that vest within 60 days of this Schedule 13D and (y) Mr. Winkelried, the 794,643 shares of Class A Common Stock issuable to Mr. Winkelried in respect of RSUs that vest within 60 days of this Schedule 13D. Pursuant to Rule 13d-3 under the Act, TPG GP A may be deemed to beneficially own 255,756,502 shares of Class A Common Stock, which constitutes approximately 71.4% of the outstanding shares of Class A Common Stock; Mr. Bonderman may be deemed to beneficially own 255,794,469 shares of Class A Common Stock, which constitutes approximately 71.4% of the outstanding shares of Class A Common Stock, and has pledged to a financial institution 24.99% of the “TPG Partner Units” he holds in his capacity as a TPG partner, which units are exchangeable under certain circumstances for Common Units and shares of Class B Common Stock held by TPG Group Holdings (SBS), L.P.; Mr. Coulter may be deemed to beneficially own 258,296,240 shares of Class A Common Stock, which constitutes approximately 72.0% of the outstanding shares of Class A Common Stock; and Mr. Winkelried may be deemed to beneficially own 256,943,243 shares of Class A Common Stock, which constitutes approximately 71.5% of the outstanding shares of Class A Common Stock.”

 

 

 

 

 

 

CUSIP No. 872657101

SCHEDULE 13D

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 18, 2024

	TPG GP A, LLC
	By:	/s/ Bradford Berenson
	Name:	Bradford Berenson
	Title:	General Counsel
	David Bonderman
	By:	/s/ Gerald Neugebauer
	Name:	Gerald Neugebauer on behalf of David Bonderman (1)
	James G. Coulter
	By:	/s/ Gerald Neugebauer
	Name:	Gerald Neugebauer on behalf of James G. Coulter (2)
	Jon Winkelried
	By:	/s/ Gerald Neugebauer
	Name:	Gerald Neugebauer on behalf of Jon Winkelried (3)

(1) Gerald Neugebauer is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated January 10, 2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Bonderman on February 7, 2024 (SEC File No. 001-41617).

(2) Gerald Neugebauer is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated January 10, 2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Coulter on February 7, 2024 (SEC File No. 001-41617).

(3) Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to an authorization and designation letter dated January 10, 2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Winkelried on February 7, 2024 (SEC File No. 001-41617).

 

 

 

CUSIP No. 872657101

SCHEDULE 13D

Page 9 of 10

 

Exhibit Index

1.

Agreement of Joint Filing by TPG Group Holdings (SBS) Advisors, Inc., TPG GP A, LLC, TPG Advisors VII, Inc., TPG Advisors VI, Inc., TPG Advisors VI-AIV, Inc., TPG Asia Advisors VI, Inc., David Bonderman, James G. Coulter, Jon Winkelried and Karl Peterson dated as of January 18, 2022 (incorporated herein by reference to Exhibit 1 to Amendment No. 4 to Schedule 13D filed by TPG GP A, LLC, David Bonderman, James G. Coulter and Jon Winkelried on January 18, 2022 with respect to the shares of common stock of Allogene Therapeutics, Inc.).

2.

Transaction Agreement, dated May 14, 2023, among TPG Inc., TPG Operating Group II, L.P., TPG GP A, LLC, Angelo, Gordon & Co., L.P., AG Funds, L.P., AG Partner Investments, L.P., Alabama Investments (Parallel) Founder A L.P., Alabama Investments (Parallel) Founder G L.P., Alabama Investments (Parallel), LP, AG GP, LLC and Michael Gordon 2011 Revocable Trust (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Commission on May 15, 2023).

3.

Amendment No. 1 to Transaction Agreement, dated October 3, 2023, among TPG Inc., TPG Operating Group II, L.P., TPG GP A, LLC, Angelo, Gordon & Co., L.P., AG Funds, L.P., AG Partner Investments, L.P., Alabama Investments (Parallel) Founder A L.P., Alabama Investments (Parallel) Founder G L.P., Alabama Investments (Parallel), LP, AG GP, LLC and Michael Gordon 2011 Revocable Trust (incorporated by reference to Exhibit 2.2 to the Issuer’s Current Report on Form 8-K filed with the Commission on November 2, 2023).

4.

Amendment No. 2 to Transaction Agreement, dated October 31, 2023, among TPG Inc., TPG Operating Group II, L.P., TPG GP A, LLC, Angelo, Gordon & Co., L.P., AG Funds, L.P., AG Partner Investments, L.P., Alabama Investments (Parallel) Founder A L.P., Alabama Investments (Parallel) Founder G L.P., Alabama Investments (Parallel), LP, AG GP, LLC and Michael Gordon 2011 Revocable Trust (incorporated by reference to Exhibit 2.3 to the Issuer’s Current Report on Form 8-K filed with the Commission on November 2, 2023).

5.

Second Amended and Restated Limited Liability Company Agreement of TPG GP A, LLC, dated as of November 1, 2023, among TPG Inc. and the members of TPG GP A, LLC party thereto (incorporated by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K, filed with the Commission on November 2, 2023).

6.

Amended and Restated Exchange Agreement, dated as of November 1, 2023, among TPG Inc., TPG OpCo Holdings, L.P., TPG Operating Group I, L.P., TPG Operating Group II, L.P., TPG Operating Group III, L.P. and each of the other persons party thereto (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed with the Commission on November 2, 2023).

7.

Amended and Restated Investor Rights Agreement, dated as of November 1, 2023, among TPG Inc., TPG Operating Group I, L.P., TPG Operating Group II, L.P., TPG Operating Group III, L.P., TPG Group Holdings (SBS), L.P., TPG New Holdings, LLC, TPG Partner Holdings, L.P. and each of the other persons party thereto (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the Commission on November 2, 2023).

8.

Seventh Amended and Restated Limited Partnership Agreement of TPG Operating Group II, L.P., dated as of November 1, 2023, among TPG Holdings II-A, LLC and the limited partners of TPG Operating Group II, L.P.

9.

Amended and Restated Tax Receivable Agreement, dated as of November 1, 2023, among TPG Inc., TPG OpCo Holdings, L.P., TPG Operating Group I, L.P., TPG Operating Group II, L.P., TPG Operating Group III, L.P. and each of the other persons party thereto (incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed with the Commission on November 2, 2023).

 

 

CUSIP No. 872657101

SCHEDULE 13D

Page 10 of 10

 

10.

Employment Agreement, dated as of December 15, 2021, among TPG Global, LLC, TPG Holdings, L.P., TPG Partner Holdings, L.P., TPG Group Advisors (Cayman), Inc. and Jon Winkelried (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K, filed on March 29, 2022).

11.

Underwriting Agreement, dated February 26, 2024 by and among TPG Inc., the underwriters listed in Schedule 1 thereto and the stockholders named in Schedule 2 thereto.

12.

Form of Lock-Up Letter, by and among each of the selling stockholders listed in Schedule 2 to the Underwriting Agreement and the underwriters listed in Schedule 1 thereto (incorporated by reference to Exhibit A to Exhibit 11 to this Schedule 13D).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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