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CUSIP
No. G89826104
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13G
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1
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NAME
OF REPORTING PERSON
TPG
Pace Beneficial II Sponsor, Series LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a) ☐
b) ☐
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3
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SEC
USE ONLY
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|
4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
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SOLE
VOTING POWER
- 0 -
|
|
6
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SHARED
VOTING POWER
14,173,333 (1)
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|
7
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SOLE
DISPOSITIVE POWER
-
0 -
|
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8
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SHARED
DISPOSITIVE POWER
14,173,333 (1)
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,173,333 (1)
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|
10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
26.2% (2)
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12
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TYPE
OF REPORTING PERSON*
OO
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(1)
Includes (i) 1,000,000 Class A Shares (as defined below), (ii) 4,284,444 Class A Shares issuable upon conversion of
4,284,444 Class F Shares (as defined below) and (iii) 8,888,889 Class A Shares issuable upon conversion of 8,888,889 Class
G Shares (as defined below).
(2)
The calculation assumes that there is a total of 54,173,333 Class A Shares outstanding, which is the sum of (i) the 41,000,000
Class A Shares outstanding as of November 5, 2021, as reported on the Quarterly Report on Form 10-Q filed by the Issuer (as
defined below) with the Securities and Exchange Commission (the “Commission”) on November 12, 2021, (ii) the
4,284,444 Class A Shares issuable upon conversion of the Class F Shares reported herein and (iii) the 8,888,889 Class A Shares
issuable upon conversion of the Class G Shares reported herein.
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CUSIP
No. G89826104
|
13G
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1
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NAME
OF REPORTING PERSON
David
Bonderman
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a) ☐
b) ☐
|
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3
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SEC
USE ONLY
|
|
4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
- 0 -
|
|
6
|
SHARED
VOTING POWER
14,173,333 (3)
|
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
|
8
|
SHARED
DISPOSITIVE POWER
14,173,333 (3)
|
|
9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,173,333 (3)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
26.2% (4)
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|
12
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TYPE
OF REPORTING PERSON*
IN
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(3)
Includes (i) 1,000,000 Class A Shares, (ii) 4,284,444 Class A Shares issuable upon conversion of 4,284,444 Class F Shares
and (iii) 8,888,889 Class A Shares issuable upon conversion of 8,888,889 Class G Shares.
(4)
The calculation assumes that there is a total of 54,173,333 Class A Shares outstanding, which is the sum of (i) the 41,000,000
Class A Shares outstanding as of November 5, 2021, as reported on the Quarterly Report on Form 10-Q filed by the Issuer with
the Commission on November 12, 2021, (ii) the 4,284,444 Class A Shares issuable upon conversion of the Class F Shares
reported herein and (iii) the 8,888,889 Class A Shares issuable upon conversion of the Class G Shares reported herein.
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CUSIP
No. G89826104
|
13G
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1
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NAME
OF REPORTING PERSON
James
G. Coulter
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a) ☐
b) ☐
|
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3
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SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
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SOLE
VOTING POWER
- 0 -
|
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6
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SHARED
VOTING POWER
14,173,333 (5)
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7
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SOLE
DISPOSITIVE POWER
-
0 -
|
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8
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SHARED
DISPOSITIVE POWER
14,173,333 (5)
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,173,333 (5)
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|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
26.2% (6)
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12
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TYPE
OF REPORTING PERSON*
IN
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(5)
Includes (i) 1,000,000 Class A Shares, (ii) 4,284,444 Class A Shares issuable upon conversion of 4,284,444 Class F Shares
and (iii) 8,888,889 Class A Shares issuable upon conversion of 8,888,889 Class G Shares.
(6)
The calculation assumes that there is a total of 54,173,333 Class A Shares outstanding, which is the sum of (i) the 41,000,000
Class A Shares outstanding as of November 5, 2021, as reported on the Quarterly Report on Form 10-Q filed by the Issuer with
the Commission on November 12, 2021, (ii) the 4,284,444 Class A Shares issuable upon conversion of the Class F Shares
reported herein and (iii) the 8,888,889 Class A Shares issuable upon conversion of the Class G Shares reported herein.
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CUSIP
No. G89826104
|
13G
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1
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NAME
OF REPORTING PERSON
Jon
Winkelried
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a) ☐
b) ☐
|
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3
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SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
- 0 -
|
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6
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SHARED
VOTING POWER
14,173,333 (7)
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7
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SOLE
DISPOSITIVE POWER
-
0 -
|
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8
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SHARED
DISPOSITIVE POWER
14,173,333 (7)
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,173,333 (7)
|
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10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
26.2% (8)
|
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
|
|
|
|
|
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(7)
Includes (i) 1,000,000 Class A Shares, (ii) 4,284,444 Class A Shares issuable upon conversion of 4,284,444 Class F Shares
and (iii) 8,888,889 Class A Shares issuable upon conversion of 8,888,889 Class G Shares.
(8)
The calculation assumes that there is a total of 54,173,333 Class A Shares outstanding, which is the sum of (i) the 41,000,000
Class A Shares outstanding as of November 5, 2021, as reported on the Quarterly Report on Form 10-Q filed by the Issuer with
the Commission on November 12, 2021, (ii) the 4,284,444 Class A Shares issuable upon conversion of the Class F Shares
reported herein and (iii) the 8,888,889 Class A Shares issuable upon conversion of the Class G Shares reported herein.
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CUSIP
No. G89826104
|
13G
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1
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NAME
OF REPORTING PERSON
Karl
Peterson
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a) ☐
b) ☐
|
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3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
- 0 -
|
|
6
|
SHARED
VOTING POWER
14,173,333 (9)
|
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
|
8
|
SHARED
DISPOSITIVE POWER
14,173,333 (9)
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,173,333 (9)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
26.2% (10)
|
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
|
|
|
|
|
|
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(9)
Includes (i) 1,000,000 Class A Shares, (ii) 4,284,444 Class A Shares issuable upon conversion of 4,284,444 Class F Shares
and (iii) 8,888,889 Class A Shares issuable upon conversion of 8,888,889 Class G Shares.
(10)
The calculation assumes that there is a total of 54,173,333 Class A Shares outstanding, which is the sum of (i) the 41,000,000
Class A Shares outstanding as of November 5, 2021, as reported on the Quarterly Report on Form 10-Q filed by the Issuer with
the Commission on November 12, 2021, (ii) the 4,284,444 Class A Shares issuable upon conversion of the Class F Shares
reported herein and (iii) the 8,888,889 Class A Shares issuable upon conversion of the Class G Shares reported herein.
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Item
1(a).
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Name
of Issuer:
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TPG
Pace Beneficial II Corp. (the “Issuer”)
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices:
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301
Commerce Street, Suite 3300
Fort
Worth, Texas 76102
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Item
2(a).
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Name
of Person Filing:
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This
Schedule 13G is being filed jointly by TPG Pace Beneficial II Sponsor, Series LLC, a Delaware limited liability company (“TPG
Pace Beneficial II Sponsor”), David Bonderman, James G. Coulter, Jon Winkelried and Karl Peterson (each, a “Reporting
Person” and, together, the “Reporting Persons”), pursuant to an Agreement of Joint Filing incorporated
by reference herein in accordance with Rule 13d-1(k)(1) under the Act.
TPG
Pace Governance, LLC, a Cayman Islands limited liability company is the managing member of TPG Pace Beneficial II Sponsor, which
directly holds (i) 1,000,000 Class A Shares, (ii) 4,284,444 Class F Ordinary Shares, par value $0.0001 per share (the
“Class F Shares”), of the Issuer, and (iii) 8,888,889 Class G Ordinary Shares, par value $0.0001 per share
(the “Class G Shares”), of the Issuer.
Pursuant
to the Issuer’s Memorandum and Articles of Association, as amended, (i) the Class F Shares will automatically convert
into Class A Shares at the time of the Issuer’s initial business combination, and (ii) the Class G Shares will convert
into Class A Shares after the Issuer’s initial business combination only to the extent the trading price of the Class A
Shares exceeds certain thresholds or in the event of a change of control transaction, in each case on a one-for-one basis, subject
to adjustment.
TPG
Pace Governance, LLC is controlled by David Bonderman, James G. Coulter, Jon Winkelried and Karl Peterson. Because of the relationship
between Messrs. Bonderman, Coulter, Winkelried and Peterson to TPG Pace Beneficial II Sponsor, each of Messrs. Bonderman, Coulter,
Winkelried and Peterson may be deemed to be the beneficial owners of the securities held by TPG Pace Beneficial II Sponsor. Messrs.
Bonderman, Coulter, Winkelried and Peterson disclaim beneficial ownership of such securities except to the extent of their pecuniary
interest therein.
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Item
2(b).
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Address
of Principal Business Office or, if none, Residence:
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The
principal business address of each of the Reporting Persons is as follows:
c/o
TPG Inc.
301
Commerce Street, Suite 3300
Fort
Worth, Texas 76102
See
response to Item 4 of each of the cover pages.
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Item
2(d).
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Titles
of Classes of Securities:
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Class
A Ordinary Shares, par value $0.0001 (“Class A Shares”)
G89826104
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Item
3.
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If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):
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(a)
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☐ Broker or dealer registered under Section 15
of the Exchange Act (15 U.S.C. 78o).
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(b)
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☐ Bank as defined in Section 3(a)(6) of the Exchange
Act (15 U.S.C. 78c).
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(c)
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☐ Insurance company as defined in Section 3(a)(19)
of the Exchange Act (15 U.S.C. 78c).
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(d)
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☐ Investment company registered under Section
8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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☐ Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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☐ Employee benefit plan or endowment fund in accordance
with §240.13d-1(b)(1)(ii)(F).
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(g)
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☐ Parent holding company or control person in
accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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☐ Savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act (13 U.S.C. 1813).
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(i)
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☐ Church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
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(j)
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☐ Non-U.S. institution in accordance with §240.
13d-1(b)(1)(ii)(J).
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(k)
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☐ Group in accordance
with §240.13d-1(b)(1)(ii)(K).
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If
filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________
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(a)
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Amount
Beneficially Owned:
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See
responses to Item 9 on each cover page.
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(b)
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Percent
of Class:
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See
responses to Item 11 on each cover page.
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(c)
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Number of shares as to which such
person has:
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(i)
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Sole
power to vote or to direct the vote:
See
responses to Item 5 on each cover page.
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(ii)
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Shared
power to vote or to direct the vote:
See
responses to Item 6 on each cover page.
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(iii)
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Sole
power to dispose or to direct the disposition of:
See
responses to Item 7 on each cover page.
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(iv)
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Shared
power to dispose or to direct the disposition of:
See
responses to Item 8 on each cover page.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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Not
Applicable.
|
Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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See
response to Item 2(a) above.
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Item
8.
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Identification
and Classification of Members of the Group.
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Not
Applicable.
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Item
9.
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Notice
of Dissolution of Group.
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Not
Applicable.
Not
Applicable.
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:
February 11, 2022
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TPG Pace Beneficial II Sponsor, Series LLC
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By:
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/s/ Michael LaGatta
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Name:
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Michael LaGatta
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Title:
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Vice President
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David Bonderman
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By:
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/s/ Gerald Neugebauer
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Name:
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Gerald Neugebauer, on behalf of David Bonderman (11)
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James G. Coulter
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By:
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/s/ Gerald Neugebauer
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Name:
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Gerald Neugebauer, on behalf of James G. Coulter (12)
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Jon Winkelried
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By:
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/s/ Gerald Neugebauer
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Name:
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Gerald Neugebauer, on behalf of Jon Winkelried (13)
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Karl Peterson
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By:
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/s/ Michael LaGatta
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Name:
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Michael LaGatta, on behalf of Karl Peterson (14)
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(11)
Gerald Neugebauer is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated February 26,
2020, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Bonderman on March 6, 2020
(SEC File No. 001-38156).
(12)
Gerald Neugebauer is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated February 26, 2020,
which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Coulter on March 6, 2020 (SEC
File No. 001-38156).
(13)
Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to an authorization and designation letter dated October 12,
2020, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Winkelried on October 22, 2020
(SEC File No. 001-39651).
(14)
Michael LaGatta is signing on behalf of Mr. Karl Peterson pursuant to an authorization and designation letter dated March 30,
2020, which was previously filed with the Commission as an exhibit to a Schedule 13D filed by Mr. Peterson on March 30,
2020 (SEC File No. 005-90040).
Exhibit
Index
|
Exhibit 1
|
Agreement of Joint Filing as required by Rule
13d-1(k)(1) under the Act.*
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*
Incorporated herein by reference to the 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, which was previously filed with the Commission as 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.