Initial Statement of Beneficial Ownership (3)
22 Januar 2022 - 12:27AM
Edgar (US Regulatory)
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP
OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
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|
| 1. Name
and Address of Reporting Person * TPG GP A,
LLC |
2. Date of Event Requiring Statement
(MM/DD/YYYY)
1/12/2022
|
3. Issuer Name and Ticker or Trading
Symbol AfterNext HealthTech Acquisition Corp.
[AFTR] |
|
(Last)
(First)
(Middle)
C/O TPG INC, 301 COMMERCE STREET, SUITE 3300 |
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director ___X___
10% Owner
_____ Officer (give title
below) _____
Other (specify below)
|
|
(Street)
FORT
WORTH, TX 76102
(City)
(State)
(Zip)
|
5. If Amendment, Date Original
Filed(MM/DD/YYYY)
|
6. Individual or Joint/Group
Filing(Check Applicable
Line)___ Form filed by One Reporting
Person
_X_ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Beneficially
Owned
|
1.Title of Security
(Instr. 4) |
2. Amount of Securities Beneficially Owned
(Instr. 4) |
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) |
4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 4) |
2. Date Exercisable and Expiration Date
(MM/DD/YYYY) |
3. Title and Amount of Securities Underlying
Derivative Security
(Instr. 4) |
4. Conversion or Exercise Price of Derivative
Security |
5. Ownership Form of Derivative Security: Direct (D)
or Indirect (I)
(Instr. 5) |
6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
|
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
|
Class F Ordinary Shares |
(4) |
(4) |
Class A Ordinary Shares |
6050000 |
(4) |
I |
See Explanation of Responses (1)(2)(3)(4)(6)(7) |
|
Warrants (right to buy) |
(5) |
(5) |
Class A Ordinary Shares |
4666667 |
(5) |
I |
See Explanation of Responses (1)(2)(3)(5)(6)(7) |
| Explanation of
Responses: |
| (1) |
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, TPG GP A, LLC
("TPG GP A") replaced TPG Group Holdings (SBS) Advisors, Inc. as
the managing member of TPG Group Holdings (SBS) Advisors, LLC and
thus is replacing TPG Group Holdings (SBS) Advisors, Inc. as a
Reporting Person for purposes of filings under Section 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including as it relates to the securities of AfterNext HealthTech
Acquisition Corp. (the "Issuer"). |
| (2) |
TPG GP A is owned by
entities owned by Messrs. David Bonderman, James G. Coulter and Jon
Winkelried (together with TPG GP A, the "Reporting Persons").
Because of the relationship of Messrs. Bonderman, Coulter and
Winkelried to TPG GP A, each of Messrs. Bonderman, Coulter and
Winkelried may be deemed to beneficially own the securities of the
Issuer held by AfterNext HealthTech Sponsor (as defined below).
Messrs. Bonderman and Coulter previously disclosed their beneficial
ownership of the securities of the Issuer on a Form 3 filed August
11, 2021. Mr. Winkelried does not directly own any securities of
the Issuer. |
| (3) |
TPG GP A is the managing
member of TPG Group Holdings (SBS) Advisors, LLC, which is the
general partner of TPG Group Holdings (SBS), L.P., which 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.,
which is the controlling shareholder of TPG GP Co, Inc., which is
the sole shareholder of TPG Holdings III-A, Inc., which is the
general partner of TPG Holdings III-A, L.P., which is the sole
member of TPG HealthTech Governance, LLC, which is the managing
member of AfterNext HealthTech Sponsor, Series LLC ("AfterNext
HealthTech Sponsor"), which directly holds 6,050,000 Class F
Ordinary Shares, par value $0.0001 per share (the "Class F Shares")
of the Issuer, and 4,666,667 warrants (the "Warrants"). |
| (4) |
Pursuant to the Issuer's
Memorandum and Articles of Association, as amended, the Class F
Shares will automatically convert into Class A Ordinary Shares, par
value $0.0001 per share ("Class A Shares"), of the Issuer at the
time of the Issuer's initial business combination, subject to
adjustment. |
| (5) |
The Warrants may be
exercised during the period (i) commencing on the later of (a) the
date that is 30 days after the first date on which the Issuer
completes a business combination and (b) August 16, 2022 (provided
in each case that the Issuer has an effective registration
statement under the Securities Act of 1933, as amended, covering
the Class A Shares issuable upon exercise of the Warrants) and (ii)
terminating on the earlier of (a) the date that is five years after
the date on which the Issuer completes its initial business
combination and (b) the liquidation of the Issuer if it fails to
consummate a business combination. |
| (6) |
Because of the relationship
between the Reporting Persons and AfterNext HealthTech Sponsor, 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 AfterNext HealthTech Sponsor. Each of AfterNext
HealthTech Sponsor and each Reporting Person disclaims beneficial
ownership of the securities reported herein, except to the extent
of AfterNext HealthTech Sponsor's or such Reporting Person's
pecuniary interest therein, if any. |
| (7) |
Pursuant to Rule 16a-1(a)(4)
under 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. |
Remarks:
8. The Reporting Persons are jointly filing this Form 3 pursuant to
Rule 16a-3(j) under the Exchange Act. 9. Gerald Neugebauer is
signing on behalf of Mr. Winkelried pursuant to authorization and
designation letter dated October 12, 2020, which was previously
filed with the Securities and Exchange Commission. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
TPG GP A, LLC
C/O TPG INC
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX 76102 |
X |
X |
|
|
WINKELRIED JON
C/O TPG INC
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX 76102 |
X |
X |
|
|
Signatures
|
|
/s/ Bradford Berenson, General Counsel, TPG GP A,
LLC (8) |
|
1/21/2022 |
| **Signature
of Reporting Person |
Date |
|
/s/ Gerald Neugebauer on behalf of Jon Winkelried
(8)(9) |
|
1/21/2022 |
| **Signature
of Reporting Person |
Date |
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