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, par value $0.001 per share
(Title of Class of Securities)
872657101
(CUSIP Number)
January 18, 2022
(Date of 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)
x 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 disclosures provided in a prior cover page. |
The information required on 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 provisions of the Act (however, see the Notes).
SCHEDULE 13G
| CUSIP No. 872657101 | Page 2 of 9 |
| 1 |
Name of Reporting Person
Temasek Holdings (Private) Limited |
| 2 |
Check the Appropriate Box If a Member of a Group
(a) ¨ (b) ¨ |
| 3 |
SEC Use Only
|
| 4 |
Citizenship or Place of Organization
Republic of Singapore |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
4,250,000 shares of Class A common stock | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
4,250,000 shares of Class A common stock |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,250,000 shares of Class A common stock |
| 10 |
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
| 11 |
Percent of Class Represented By Amount in Row (9)
6.16%* |
| 12 |
Type of Reporting Person
HC |
| * | Based on 69,036,254 shares of Class A common stock stated to be outstanding immediately after the initial public offering of shares of Class A common stock of the Issuer (assuming no exercise by the underwriters of their option to purchase additional shares) in the Issuer’s prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on January 14, 2022. |
SCHEDULE 13G
| CUSIP No. 872657101 | Page 3 of 9 |
| 1 |
Name of Reporting Person
Fullerton Management Pte Ltd |
| 2 |
Check the Appropriate Box If a Member of a Group
(a) ¨ (b) ¨ |
| 3 |
SEC Use Only
|
| 4 |
Citizenship or Place of Organization
Republic of Singapore |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
4,250,000 shares of Class A common stock | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
4,250,000 shares of Class A common stock |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,250,000 shares of Class A common stock |
| 10 |
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
| 11 |
Percent of Class Represented By Amount in Row (9)
6.16%* |
| 12 |
Type of Reporting Person
HC |
| * | Based on 69,036,254 shares of Class A common stock stated to be outstanding immediately after the initial public offering of shares of Class A common stock of the Issuer (assuming no exercise by the underwriters of their option to purchase additional shares) in the Issuer’s prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on January 14, 2022. |
SCHEDULE 13G
| CUSIP No. 872657101 | Page 4 of 9 |
| 1 |
Name of Reporting Person
Temasek Life Sciences Private Limited |
| 2 |
Check the Appropriate Box If a Member of a Group
(a) ¨ (b) ¨ |
| 3 |
SEC Use Only
|
| 4 |
Citizenship or Place of Organization
Republic of Singapore |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
4,250,000 shares of Class A common stock | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
4,250,000 shares of Class A common stock |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,250,000 shares of Class A common stock |
| 10 |
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
| 11 |
Percent of Class Represented By Amount in Row (9)
6.16%* |
| 12 |
Type of Reporting Person
HC |
| * | Based on 69,036,254 shares of Class A common stock stated to be outstanding immediately after the initial public offering of shares of Class A common stock of the Issuer (assuming no exercise by the underwriters of their option to purchase additional shares) in the Issuer’s prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on January 14, 2022. |
SCHEDULE 13G
| CUSIP No. 872657101 | Page 5 of 9 |
| 1 |
Name of Reporting Person
V-Sciences Investments Pte Ltd |
| 2 |
Check the Appropriate Box If a Member of a Group
(a) ¨ (b) ¨ |
| 3 |
SEC Use Only
|
| 4 |
Citizenship or Place of Organization
Republic of Singapore |
| Number of Shares Beneficially Owned By Each Reporting Person With |
5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
4,250,000 shares of Class A common stock | |
| 7 | Sole Dispositive Power
0 | |
| 8 | Shared Dispositive Power
4,250,000 shares of Class A common stock |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,250,000 shares of Class A common stock |
| 10 |
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
¨ |
| 11 |
Percent of Class Represented By Amount in Row (9)
6.16%* |
| 12 |
Type of Reporting Person (SEE INSTRUCTIONS)
CO |
| * | Based on 69,036,254 shares of Class A common stock stated to be outstanding immediately after the initial public offering of shares of Class A common stock of the Issuer (assuming no exercise by the underwriters of their option to purchase additional shares) in the Issuer’s prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on January 14, 2022. |
SCHEDULE 13G
| CUSIP No. 872657101 | Page 6 of 9 |
| Item 1(a). | Name of Issuer |
TPG, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices |
300 Commerce Street, Suite 3300, Fort Worth, TX 76102
| Item 2(a). | Name of Person Filing |
This Schedule 13G is being jointly filed by the following reporting persons (each a “Reporting Person” and collectively, the “Reporting Persons”):
| (i) | Temasek Holdings (Private) Limited (“Temasek”); |
| (ii) | Fullerton Management Pte Ltd (“FMPL”); |
| (iii) | Temasek Life Sciences Private Limited (“TLS”); and |
| (iv) | V-Sciences Investments Pte Ltd (“V-Sciences”) |
| Item 2(b). | Address of Principal Business Office or, if None, Residence |
The address of the principal business office of each Reporting Person is 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Singapore 238891.
| Item 2(c). | Citizenship |
The citizenship of all Reporting Persons is the Republic of Singapore.
| Item 2(d). | Title of Class of Securities |
Class A common stock, par value $0.001 per share.
|
Item 2(e). |
CUSIP Number |
872657101
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
|
Item 4. |
Ownership |
|
(a) |
Amount beneficially owned: | |
| V-Sciences directly owns 4,250,000 shares of the Issuer’s Class A common stock. V-Sciences is a wholly owned subsidiary of TLS, which is a wholly owned subsidiary of FMPL, which is a wholly owned subsidiary of Temasek. Each of TLS, FMPL and Temasek, through the ownership described herein, may be deemed to beneficially own the shares held by V-Sciences. |
SCHEDULE 13G
| CUSIP No. 872657101 | Page 7 of 9 |
| (b) | Percent of class: |
| 6.16% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote |
| 0 |
| (ii) | Shares power to vote or to direct the vote |
| 4,250,000 |
| (iii) | Sole power to dispose or to direct the disposition of |
| 0 |
| (iv) | Shared power to dispose or to direct the disposition of |
| 4,250,000 |
| 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, each of the undersigned certifies that, to the best of its 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.
SCHEDULE 13G
| CUSIP No. 872657101 | Page 8 of 9 |
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: January 26, 2022
| Temasek Holdings (Private) Limited | ||
| By: | /s/ Jason Norman Lee | |
| Title: Authorised Signatory | ||
| Fullerton Management Pte Ltd | ||
| By: | /s/ Gregory Tan | |
| Title: Director | ||
| Temasek Life Sciences Private Limited | ||
| By: | /s/ Lim Siew Lee Sherlyn | |
| Title: Director | ||
| V-Sciences Investments Pte Ltd | ||
| By: | /s/ Zahedah Abdul Rashid | |
| Title: Director | ||
SCHEDULE 13G
| CUSIP No. 872657101 | Page 9 of 9 |
EXHIBIT INDEX
Exhibit 99.1
JOINT FILING AGREEMENT
This joint filing agreement (this “Agreement”) is made and entered into as of January 26, 2022, by and among Temasek Holdings (Private) Limited, Fullerton Management Pte Ltd, Temasek Life Sciences Private Limited, and V-Sciences Investments Pte Ltd.
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them a Schedule 13G (including any and all amendments thereto) with respect to the Class A common stock of TPG, Inc., and further agree that this Agreement shall be included as an Exhibit to such joint filings. This Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth above.
| Temasek Holdings (Private) Limited | ||
| By: | /s/ Jason Norman Lee | |
| Title: Authorised Signatory | ||
| Fullerton Management Pte Ltd | ||
| By: | /s/ Gregory Tan | |
| Title: Director | ||
| Temasek Life Sciences Private Limited | ||
| By: | /s/ Lim Siew Lee Sherlyn | |
| Title: Director | ||
| V-Sciences Investments Pte Ltd | ||
| By: | /s/ Zahedah Abdul Rashid | |
| Title: Director | ||