UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. )*
Under the Securities Exchange Act of 1934
TPG Inc.
(Name of Issuer)
Class A Common Stock, $0.001 par value per share
(Titles of Class of Securities)
872657101
(CUSIP Number)
December 31, 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)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* The remainder of this cover page shall be filled out of 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 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, as amended (the “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).
| CUSIP No. 872657101 | 13G | ||||
| 1 |
NAME OF REPORTING PERSON
TPG GP A, LLC | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o
| ||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||
|
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER - 0 - | |||
| 6 | SHARED VOTING POWER 229,703,488 (1) | ||||
| 7 |
SOLE DISPOSITIVE POWER - 0 - | ||||
| 8 | SHARED DISPOSITIVE POWER 229,703,488 (1) | ||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
| ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 76.4% (2) | ||||
| 12 |
TYPE OF REPORTING PERSON*
| ||||
(1) Includes (i) 50,847 shares of Class A Common Stock (as defined below) and (ii) 229,652,641 shares of Class A Common Stock issuable upon exchange of 229,652,641 Common Units (as defined below).
(2) The calculation assumes that there is a total of 300,633,798 shares of Class A Common Stock outstanding, which is the sum of (i) the 70,981,157 shares of Class A Common Stock outstanding as of November 4, 2022, as reported in the Quarterly Report on Form 10-Q filed by the Issuer (as defined below) with the Securities and Exchange Commission (the “Commission”) on November 9, 2022, and (ii) the 229,652,641 shares of Class A Common Stock issuable upon exchange of the 229,652,641 Common Units reported herein.
| CUSIP No. 872657101 | 13G | ||||
| 1 |
NAME OF REPORTING PERSON
David Bonderman | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o
| ||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||||
|
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER 571,865 | |||
| 6 | SHARED VOTING POWER 229,720,437 (3) | ||||
| 7 |
SOLE DISPOSITIVE POWER 571,865 | ||||
| 8 | SHARED DISPOSITIVE POWER 229,720,437 (3) | ||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
| ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 76.6% (4) | ||||
| 12 |
TYPE OF REPORTING PERSON*
| ||||
(3) Includes (i) 67,796 shares of Class A Common Stock and (ii) 229,652,641 shares of Class A Common Stock issuable upon exchange of 229,652,641 Common Units.
(4) The calculation assumes that there is a total of 300,633,798 shares of Class A Common Stock outstanding, which is the sum of (i) the 70,981,157 shares of Class A Common Stock outstanding as of November 4, 2022, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 9, 2022, and (ii) the 229,652,641 shares of Class A Common Stock issuable upon exchange of the 229,652,641 Common Units reported herein.
| CUSIP No. 872657101 | 13G | ||||
| 1 |
NAME OF REPORTING PERSON
James G. Coulter | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o
| ||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||||
|
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER 3,018,729 | |||
| 6 | SHARED VOTING POWER 229,720,437 (5) | ||||
| 7 |
SOLE DISPOSITIVE POWER 3,018,729 | ||||
| 8 | SHARED DISPOSITIVE POWER 229,720,437 (5) | ||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
| ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 77.4% (6) | ||||
| 12 |
TYPE OF REPORTING PERSON*
| ||||
(5) Includes (i) 67,796 shares of Class A Common Stock and (ii) 229,652,641 shares of Class A Common Stock issuable upon exchange of 229,652,641 Common Units.
(6) The calculation assumes that there is a total of 300,633,798 shares of Class A Common Stock outstanding, which is the sum of (i) the 70,981,157 shares of Class A Common Stock outstanding as of November 4, 2022, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 9, 2022, and (ii) the 229,652,641 shares of Class A Common Stock issuable upon exchange of the 229,652,641 Common Units reported herein.
| CUSIP No. 872657101 | 13G | ||||
| 1 |
NAME OF REPORTING PERSON
Jon Winkelried | ||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o
| ||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | ||||
|
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER 338,984 | |||
| 6 | SHARED VOTING POWER 229,703,488 (7) | ||||
| 7 |
SOLE DISPOSITIVE POWER 338,984 | ||||
| 8 | SHARED DISPOSITIVE POWER 229,703,488 (7) | ||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
| ||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 76.5% (8) | ||||
| 12 |
TYPE OF REPORTING PERSON*
| ||||
(7) Includes (i) 50,847 shares of Class A Common Stock and (ii) 229,652,641 shares of Class A Common Stock issuable upon exchange of 229,652,641 Common Units.
(8) The calculation assumes that there is a total of 300,633,798 shares of Class A Common Stock outstanding, which is the sum of (i) the 70,981,157 shares of Class A Common Stock outstanding as of November 4, 2022, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 9, 2022, and (ii) the 229,652,641 shares of Class A Common Stock issuable upon exchange of the 229,652,641 Common Units reported herein.
| Item 1(a). | Name of Issuer: |
| TPG Inc. (the “Issuer”) |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
301 Commerce Street, Suite 3300 Fort Worth, Texas 76102 |
| Item 2(a). | Name of Person Filing: |
| This Schedule 13G is being filed jointly by 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, together, the “Reporting Persons”), pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Act. | |
TPG GP A, which directly holds 16,949 shares of Class A Common Stock, is the managing member of 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, which directly holds (i) 33,898 shares of Class A Common Stock and (ii) 229,652,641 common units of TPG Operating Group (“Common Units”) and a corresponding number of shares of Class B common stock, $0.001 par value per share, of the Issuer (“Class B Common Stock”). | |
| New TPG GP Advisors, Inc., a Delaware corporation, directly holds 16,949 shares of Class A Common Stock. | |
| Excluding shares of Class A Common Stock and Common Units directly held by TPG GP A, TPG Group Holdings (SBS), L.P. and New TPG GP Advisors, Inc., Mr. Bonderman holds directly or indirectly 571,865 shares of Class A Common Stock, Mr. Coulter holds directly or indirectly 3,018,729 shares of Class A Common Stock and Mr. Winkelried holds directly or indirectly 338,984 shares of Class A Common Stock. | |
| Pursuant to the Exchange Agreement dated as of January 12, 2022 (the “Exchange Agreement”), the Common Units are ultimately exchangeable for cash or, at the Issuer’s election, shares of Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments and compliance with lock-up, vesting and transfer restrictions and the terms of the Exchange Agreement. Upon an exchange of the Common Units, an equal number of shares of Class B Common Stock accompanying the Common Units will be automatically cancelled for no additional consideration. Each share of Class B Common Stock entitles the holder to ten votes per share but carries no economic rights. | |
| TPG GP A is owned by entities owned by Messrs. Bonderman, Coulter and Winkelried. Because of the relationship of Messrs. Bonderman, Coulter and Winkelried to TPG GP A, each of Messrs. Bonderman, Coulter and Winkelried may be deemed to be the beneficial owner of the securities held by TPG GP A and TPG Group Holdings (SBS), L.P. Messrs. Bonderman and Coulter are sole shareholders of New TPG GP Advisors, Inc. Because of the relationship of Messrs. Bonderman and Coulter to New TPG GP Advisors, Inc., each of Messrs. Bonderman and Coulter may be deemed to be the beneficial owner of the securities held by New TPG GP Advisors, Inc. Messrs. Bonderman, Coulter and Winkelried disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. |
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
| The principal business address of each of the Reporting Persons is as follows: | |
c/o TPG Inc. 301 Commerce Street, Suite 3300 Fort Worth, Texas 76102 |
| Item 2(c). | Citizenship: |
| See response to Item 4 of each of the cover pages. |
| Item 2(d). | Titles of Classes of Securities: |
| Class A common stock, $0.001 par value per share (“Class A Common Stock”) |
| 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(n): |
| (a) | o Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o). |
| (b) | o Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). |
| (c) | o Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). |
| (d) | o Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| (e) | o Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
| (f) | o Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
| (g) | o Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
| (h) | o Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813). |
| (i) | o Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3). |
| (j) | o Non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J). |
| (k) | o Group in accordance with §240.13d-1(b)(1)(ii)(K). |
| If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________ |
| Item 4. | Ownership. | ||
| (a) | Amount Beneficially Owned: | ||
| See responses to Item 9 on each cover page. | |||
| (b) | Percent of Class: | ||
| See responses to Item 11 on each cover page. | |||
| (c) | Number of shares as to which such person has: | ||
| (i) | Sole power to vote or to direct the vote: | ||
| See responses to Item 5 on each cover page. | |||
| (ii) | Shared power to vote or to direct the vote: | ||
| See responses to Item 6 on each cover page. | |||
| (iii) | Sole power to dispose or to direct the disposition of: | ||
| See responses to Item 7 on each cover page. | |||
| (iv) | Shared power to dispose or to direct the disposition of: | ||
| See responses to Item 8 on each cover page. | |||
| Item 5. | Ownership of Five Percent or Less of a Class. |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐. |
| 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. |
| See response to Item 2(a) above. |
| Item 8. | Identification and Classification of Members of the Group. |
| Not Applicable. |
| Item 9. | Notice of Dissolution of Group. |
| Not Applicable. |
| Item 10. | Certification. |
| Not Applicable. |
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: February 14, 2023
|
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 (9) | |
| James G. Coulter | ||
|
By: /s/ Gerald Neugebauer__________________________ | ||
| Name: | Gerald Neugebauer, on behalf of James G. Coulter (10) | |
| Jon Winkelried | ||
|
By: /s/ Gerald Neugebauer__________________________ | ||
| Name: | Gerald Neugebauer, on behalf of Jon Winkelried (11) | |
_______________
(9) Gerald Neugebauer is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated February 26, 2020, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Bonderman on March 6, 2020 (SEC File No. 001-38156).
(10) Gerald Neugebauer is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated February 26, 2020, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Coulter on March 6, 2020 (SEC File No. 001-38156).
(11) Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to an authorization and designation letter dated October 12, 2020, which was previously filed with the Commission as an exhibit to a Form 3 filed by Mr. Winkelried on October 22, 2020 (SEC File No. 001-39651).
Exhibit Index
| Exhibit 1 | Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.* |
_______________
* Incorporated herein by reference to the 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, which was previously filed with the Commission as 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.