TPG GP A, LLC Discloses Stake in Bicara Therapeutics

TL;DR

**TPG GP A, LLC now holds a significant stake in Bicara Therapeutics. Watch this space.**

AI Summary

TPG GP A, LLC, through its group members David Bonderman, James G. Coulter, and Jon Winkelried, has filed a Schedule 13D on September 18, 2024, indicating beneficial ownership of Bicara Therapeutics Inc. The filing details TPG GP A, LLC's business address in Fort Worth, Texas, and Bicara Therapeutics Inc.'s address in Cambridge, MA.

Why It Matters

This filing signals a significant investment or control stake by TPG GP A, LLC in Bicara Therapeutics, potentially influencing the company's strategic direction and future operations.

Risk Assessment

Risk Level: medium — The filing indicates a change in beneficial ownership, which could lead to shifts in corporate strategy or governance, but doesn't specify immediate actions or disputes.

Key Players & Entities

• TPG GP A, LLC (company) — Filing entity for beneficial ownership
• David Bonderman (person) — Group member of TPG GP A, LLC
• James G. Coulter (person) — Group member of TPG GP A, LLC
• Jon Winkelried (person) — Group member of TPG GP A, LLC
• Bicara Therapeutics Inc. (company) — Subject company
• Bradford Berenson (person) — Person authorized to receive notices

FAQ

Key Financial Figures

• $0.0001 — ame of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $18.00 — ommon Stock at a price to the public of $18.00 per share. On September 16, 2024, the O
• $51,599,988.00 — hare for an aggregate purchase price of $51,599,988.00. The TPG Funds' purchase of (i) securi

Filing Documents

• bcax-sch13d_091624.htm (SC 13D) — 111KB
• 0001999371-24-012103.txt ( ) — 113KB

Identity and Background

Item 2. Identity and Background . This Schedule 13D is being filed jointly on behalf of TPG GP A, LLC, a Delaware limited liability company (" TPG GP A "), David Bonderman, James G. Coulter and Jon Winkelried (each a " Reporting Person " and collectively, the " Reporting Persons "). The business address of each Reporting Person is c/o TPG Inc., 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102. TPG GP A is the managing member of each of (i) TPG Group Holdings (SBS) Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, and (ii) Alabama Investments (Parallel) GP, LLC, a Delaware limited liability company, which is the general partner of each of (a) Alabama Investments (Parallel), LP, a Delaware limited partnership, (b) Alabama Investments (Parallel) Founder A, LP, a Delaware limited partnership, and (c) Alabama Investments (Parallel) Founder G, LP, a Delaware limited partnership, which, collectively with TPG Group Holdings (SBS), L.P., Alabama Investments (Parallel), LP and Alabama Investments (Parallel) Founder A, LP, 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., a Delaware corporation (" TPG "), which is the managing member of TPG GPCo, LLC, a Delaware limited liability company, which is the sole member TPG Holdings II-A, LLC, a Delaware limited liability company, which is the general partner of TPG Operating Group II, L.P., a Delaware limited partnership, which is the sole member of TPG Holdings I-A, LLC, a Delaware limited liability company, which is the general partner of TPG Operating Group I, L.P, a Delaware limited partnership, which is the sole member of TPG LSI GenPar Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG LSI GenPar, L.P., a Delaware limited partnership, which is the sole member of TPG LSI SPV GP, LLC, a Delaware

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration . The information set forth in or incorporated by reference in Items 2, 4, 5 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 3.

Purpose of Transaction

Item 4. Purpose of Transaction . The information set forth in or incorporated by reference in Items 2, 3, 5 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4. Initial Public Offering On September 12, 2024, the Issuer entered into an underwriting agreement (the " Underwriting Agreement ") with Morgan Stanley & Co. LLC, TD Securities (USA) LLC, Cantor Fitzgerald & Co. and Stifel, Nicolaus & Company, Incorporated (the " Underwriters ") providing for the offer and sale by the Issuer (the " Offering "), and purchase by the Underwriters, of 17,500,000 shares of Common Stock at a price to the public of $18.00 per share. On September 16, 2024, the Offering closed (the " Closing "). TPG Butterfly II purchased 1,050,000 shares of Common Stock in the Offering at a price of $18.00 per share for an aggregate purchase price of $51,599,988.00. The TPG Funds' purchase of (i) securities of the Issuer prior to the Offering and (ii) shares of Common Stock in the Offering was funded by equity contributions of the limited partners of the TPG Funds. Lock-Up Agreements Pursuant to a lock-up agreement (the " Lock-Up Agreement ") signed in connection with the Offering, TPG Butterfly I, certain other stockholders of the Issuer and each director and executive officer of the Issuer agreed with the Underwriters, subject to certain exceptions, not to dispose of or hedge any of their shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock for a period ending on the date that is 180 days after the date of the Issuer's prospectus filed with the Commission on September 13, 2024, except with the prior written consent of the Underwriters. Investors' Rights Agreement TPG Butterfly I is party to that certain Second Amended and Restated Investors' Rights Agreement (the " Investors' Rights Agreement "), dated as of December 6, 2023, by and among the Issuer, TPG Butterfly I and certain other stockholders (the " Hold

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated by reference in its entirety into this Item 5. (a)-(b) The following sentence is based on 54,385,925 shares of Common Stock outstanding as of the Closing of the Offering, as reported in the Prospectus filed by the Issuer with the Commission on September 13, 2024. Pursuant to Rule 13d-3 under the Act, the Reporting Persons may be deemed to beneficially own 3,010,425 shares of Common Stock, which constitutes approximately 5.5% of the outstanding shares of Common Stock. (c) Except as set forth in this Item 5, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent verification, any person named in Item 2 hereof, has effected any transaction in the shares of Common Stock during the past 60 days. (d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5. (e) Not applicable.

Interest in Securities of the Issuer

Item 6. Interest in Securities of the Issuer . The information set forth in Items 2, 3, 4 and 5 of this Schedule 13D is incorporated by reference in its entirety into this Item 6. Except as described above, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, the transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, among the persons named in Item 2 or between such persons and any other person, with respect to any securities of Issuer, including, but not limited to, any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities. CUSIP No. 055477103 SCHEDULE 13D Page 9 of 12

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits . 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. Form of Lock-Up Agreement by and among certain stockholders and the directors and officers of the Issuer and the Underwriters (incorporated by reference to Exhibit A of Exhibit 1.1 to the Issuer’s Registration 3. Amended and Restated Investors’ Rights Agreement, dated as of December 6, 2023, by and among the Issuer and certain stockholders (incorporated by reference to Exhibit 4.2 to the Issuer's Registration Statement on Form S-1/A filed with the Commission on September 11, 2024). CUSIP No. 055477103 SCHEDULE 13D Page 10 of 12 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: September 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 f

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