TPG Inc. Files SC 13D/A Amendment

TL;DR

TPG Inc. filed a 13D/A amendment, updating ownership details for key execs and the GP entity.

AI Summary

On November 18, 2024, TPG Inc. filed an amendment (Amendment No. 4) to its Schedule 13D. The filing indicates changes in beneficial ownership for TPG Inc. by TPG GP A, LLC, and group members David Bonderman, James G. Coulter, and Jon Winkelried. The filing does not disclose specific dollar amounts or new share percentages in this amendment.

Why It Matters

This filing updates information regarding significant beneficial ownership of TPG Inc., which can influence investor perception and stock trading activity.

Risk Assessment

Risk Level: low — This is a routine amendment to a Schedule 13D filing, typically updating ownership information without immediate market-moving news.

Key Players & Entities

• TPG Inc. (company) — Subject Company
• TPG GP A, LLC (company) — Filing Entity
• David Bonderman (person) — Group Member
• James G. Coulter (person) — Group Member
• Jon Winkelried (person) — Group Member
• Bradford Berenson (person) — Authorized Contact

FAQ

Key Financial Figures

• $0.001 — (Name of Issuer) Class A Common Stock, $0.001 par value per share (Title of Class o

Filing Documents

• ss4129703_sc13da.htm (SC 13D/A) — 88KB
• 0000947871-24-000936.txt ( ) — 90KB

Identity and Background

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

Purpose of Transaction

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 Page 7 of 10 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.”

Interest in Securities of the Issuer

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 Sto

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View this SC 13D/A filing on SEC EDGAR