UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ) *
TPG Inc.
(Name of Issuer)
Class A common stock, $0.001 par value per share
(Title of Class of Securities)
872657101
(CUSIP Number)
January 13, 2022
(Date of the Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed :
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provision of the Act (however, see the Notes.)
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SCHEDULE 13G
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CUSIP No. 872657101
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Page 2 of 8 Pages |
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1
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NAMES OF REPORTING PERSONS
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GIC Private Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(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
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Republic of Singapore
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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2,567,500
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6
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SHARED VOTING POWER
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3,962,210
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7
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SOLE DISPOSITIVE POWER
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2,567,500
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8
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SHARED DISPOSITIVE POWER
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3,962,210
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,529,710
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.46% (1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(1) Based on 69,036,254 Class A common stock outstanding immediately after the IPO dated January 13, 2022, according to the Form S-1 filed by the Issuer with the Securities and Exchange Commission (the “SEC”) on January 4, 2022.
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SCHEDULE 13G
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CUSIP No. 872657101
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Page 3 of 8 Pages |
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1
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NAMES OF REPORTING PERSONS
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GIC Special Investments Private Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(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
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Republic of Singapore
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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3,279,710
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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8
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SHARED DISPOSITIVE POWER
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3,279,710
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,279,710
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.75% (1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(1) Based on 69,036,254 Class A common stock outstanding immediately after the IPO dated January 13, 2022, according to the Form S-1 filed by the Issuer with the Securities and Exchange Commission (the “SEC”) on January 4, 2022.
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SCHEDULE 13G
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CUSIP No. 872657101
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Page 4 of 8 Pages |
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1
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NAMES OF REPORTING PERSONS
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Maplewood Investment Pte. Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(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
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Republic of Singapore
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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| 0 |
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6
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SHARED VOTING POWER
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2,794,597
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7
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SOLE DISPOSITIVE POWER
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| 0 |
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8
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SHARED DISPOSITIVE POWER
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2,794,597
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,794,597
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.05% (1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(1) Based on 69,036,254 Class A common stock outstanding immediately after the IPO dated January 13, 2022, according to the Form S-1 filed by the Issuer with the Securities and Exchange Commission (the “SEC”) on January 4, 2022.
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SCHEDULE 13G
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CUSIP No. 872657101
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Page 5 of 8 Pages |
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1
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NAMES OF REPORTING PERSONS
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Pinewood Ventures Pte Ltd
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(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
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Republic of Singapore
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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| 0 |
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6
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SHARED VOTING POWER
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485,113
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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485,113
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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485,113
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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|||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.70% (1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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| CO |
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||||
(1) Based on 69,036,254 Class A common stock outstanding immediately after the IPO dated January 13, 2022, according to the Form S-1 filed by the Issuer with the Securities and Exchange Commission (the “SEC”) on January 4, 2022.
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SCHEDULE 13G
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CUSIP No. 872657101
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Page 6 of 8 Pages |
Item 1(a) Name of Issuer
TPG Inc.
Item 1(b) Address of Issuer’s Principal Executive Offices
301 Commerce Street, Suite 3300
Fort Worth, TX 76102
Item 2(a) Name of Persons Filing
GIC Private Limited
GIC Special Investments Private Limited
Maplewood Investment Pte. Ltd.
Pinewood Ventures Pte Ltd
Item 2(b) Address of Principal Business Office or, if none, Residence
168 Robinson Road
#37-01 Capital Tower
Singapore 068912
Singapore 068912
Item 2(c) Citizenship
GIC Special Investments Private Limited – Republic of Singapore
Maplewood Investment Pte. Ltd. – Republic of Singapore
Pinewood Ventures Pte Ltd – Republic of Singapore
Item 2(d) Title of Class of Securities
Class A common stock, $0.001 par value per share
Item 2(e) CUSIP Number
872657101
Item 3 If this statement in filed pursuant to §§240.13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4 Ownership
Ownership information with respect to GIC Private Limited, GIC Special Investments Private Limited, Maplewood Investment Pte. Ltd., and Pinewood Ventures Pte Ltd are incorporated by reference through items (5) through (9) and (11) of the cover
page for each entity.
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SCHEDULE 13G
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CUSIP No. 872657101
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Page 7 of 8 Pages |
Maplewood Investment Pte. Ltd. shares the power to vote and the power to dispose of 2,794,597 Class A common stock held directly by it with GIC Special Investments Private Limited and GIC Private Limited.
GIC Special Investments Private Limited is wholly owned by GIC Private Limited and is the private equity investment arm of GIC Private Limited.
Pinewood Ventures Pte Ltd shares the power to vote and the power to dispose of 485,113 Class A common stock held directly by it with GIC Special Investments Private Limited and GIC Private Limited. GIC
Special Investments Private Limited is wholly owned by GIC Private Limited and is the private equity investment arm of GIC Private Limited.
GIC Private Limited is a fund manager and only has two clients – the Government of Singapore (“GoS”) and the Monetary Authority of Singapore (“MAS”). Under the investment management agreement with GoS, GIC Private Limited has been given the
sole discretion to exercise the voting rights attached to, and the disposition of, any shares managed on behalf of GoS. As such, GIC Private Limited has the sole power to vote and power to dispose of the 2,567,500 Class
A common stock beneficially owned by it. GIC Private Limited shares power to vote and dispose of 682,500 Class A common stock beneficially owned by it with MAS.
Item 5 Ownership of Five Percent or Less of a Class
Not applicable.
Item 6 Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
Not applicable.
Item 8 Identification and Classification of Members of the Group
Not applicable.
Item 9 Notice of Dissolution of Group
Not applicable.
Item 10 Certifications
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under
§240.14a-11.
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SCHEDULE 13G
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CUSIP No. 872657101
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Page 8 of 8 Pages |
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 as of the date below.
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GIC PRIVATE LIMITED
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By:
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/s/ Celine Loh Sze Ling | ||
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Name: Celine Loh Sze Ling
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Title: Senior Vice President
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Date: January 24, 2022
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| By: | /s/ Diane Liang | ||
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Name: Diane Liang
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Title: Senior Vice President
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Date: January 24, 2022
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GIC SPECIAL INVESTMENTS PRIVATE LIMITED
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| By: | /s/ Chan Hoe Yin | ||
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Name: Chan Hoe Yin
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Title: Director
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Date: January 24, 2022
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MAPLEWOOD INVESTMENT PTE. LTD.
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| By: | /s/ Soh Liling | ||
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Name: Soh Liling
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Title: Director
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Date: January 24, 2022
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PINEWOOD VENTURES PTE LTD
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| By: | /s/ Soh Liling | ||
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Name: Soh Liling
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Title: Director
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Date: January 24, 2022
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