SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 12, 2022
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
301 Commerce Street, Suite 3300
Fort Worth, TX
|(Address of principal executive offices)||(Zip code)|
(Registrants telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Name of Each Exchange
on Which Registered
|Class A common stock, $0.001 par value||TPG|| |
The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 12, 2022, TPG Inc. (the Company) converted from a limited liability company to a Delaware corporation and filed a certificate of incorporation (the Certificate of Incorporation) with the Secretary of State of the State of Delaware and adopted bylaws (the Bylaws), each of which became effective on January 12, 2022.
Please see the descriptions of the Certificate of Incorporation and the Bylaws in the section titled Description of Capital Stock in the Companys final prospectus, dated January 12, 2022, filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating to the Registration Statement on Form S-1, as subsequently amended, filed on December 16, 2021 (File No. 333-261681). The foregoing descriptions of the Certificate of Incorporation and the Bylaws do not purport to be complete and are qualified in their entirety by reference to their full text, which were previously filed as Exhibits 4.1 and 4.2 to the Companys Registration Statement on Form S-8, filed on January 13, 2022 (File No. 333-262140), and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
|Exhibit No.|| |
|3.1||Certificate of Incorporation of TPG Inc. (incorporated by reference to Exhibit 4.1 to the Companys Form S-8, filed on January 13, 2022).|
|3.2||Bylaws of TPG Inc. (incorporated by reference to Exhibit 4.2 to the Companys Form S-8, filed on January 13, 2022).|
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.
/s/ Bradford Berenson
Date: January 19, 2022