Pace Holdings Corp. 4
4 · Pace Holdings Corp. · Filed Mar 14, 2017
Insider Transaction Report
Form 4
TPACE Sponsor Corp.
10% Owner
Transactions
- Award
Warrants (right to buy)
2017-03-10+2,000,000→ 2,000,000 total(indirect: See Explanation of Responses)→ Class A ordinary shares (2,000,000 underlying) - Disposition to Issuer
Warrants (right to buy)
2017-03-10−2,000,000→ 0 total(indirect: See Explanation of Responses)→ Class A ordinary shares (2,000,000 underlying) - Disposition to Issuer
Class F Ordinary Shares
2017-03-10−3,750,000→ 7,340,000 total(indirect: See Explanation of Responses)→ Class A Ordinary Shares (3,750,000 underlying) - Disposition to Issuer
Class F Ordinary Shares
2017-03-10−7,340,000→ 0 total(indirect: See Explanation of Responses)→ Class A Ordinary Shares (7,340,000 underlying) - Disposition to Issuer
Class A Ordinary Shares
2017-03-10−800,000→ 0 total(indirect: See Explanation of Responses) - Disposition to Issuer
Warrants (right to buy)
2017-03-10−7,333,333→ 14,666,667 total(indirect: See Explanation of Responses)→ Class A ordinary shares (2,444,444.33 underlying) - Disposition to Issuer
Warrants (right to buy)
2017-03-10−14,666,667→ 0 total(indirect: See Explanation of Responses)→ Class A ordinary shares (4,888,889 underlying) - Award
Class A Ordinary Shares
2017-03-10$10.00/sh+800,000$8,000,000→ 895,000 total(indirect: See Explanation of Responses)
Footnotes (8)
- [F1]In connection with the merger of Pace Holdings Corp. (the "Issuer") with and into New PACE Holdings Corp. ("New Pace") and a series of related transactions (collectively, the "Business Combination"), the Issuer issued to, Karl Peterson, David Bonderman and James G. Coulter, who held directly or indirectly (collectively, the "Class A Holders"), 300,000, 300,000 and 200,000, respectively, Class A ordinary shares, par value $0.0001 (the "Class A Shares"), at a purchase price of $10.00 per Class A Share.
- [F2]The Class A Holders disposed of their Class A Shares in the Business Combination, ultimately receiving ordinary shares, par value (euro) 0.10 per share (the "Holdco Shares"), of Porto Holdco B.V. ("Holdco").
- [F3]In connection with the Business Combination, the Issuer issued to TPG Pace Sponsor, LLC (formerly TPACE Sponsor Corp.) ("TPG Pace Sponsor") 2,000,000 warrants (the "Earnout Warrants"). The Earnout Warrants were exercisable for a period of five years in the event that the closing price of the Class A Shares on the NASDAQ Capital Market (or a successor) was greater than $13.00 for a period of more than 20 days out of 30 consecutive trading days, subject to adjustment, at an initial exercise price of (euro) 0.10 per share. TPG Pace Sponsor disposed of the Earnout Warrants in the Business Combination, ultimately receiving warrants to acquire Holdco Shares.
- [F4]TPG Pace Sponsor (i) forfeited at no cost in connection with the Business Combination 3,750,000 Class F ordinary shares, par value $0.0001 per share (the "Class F Shares"), of the Issuer and (ii) disposed of 7,340,000 Class F Shares in the Business Combination, ultimately receiving 7,340,000 Holdco Shares. Pursuant to the Amended and Restated Memorandum and Articles of Association of the Issuer, the Class F Shares were to automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment.
- [F5]TPG Pace Sponsor (i) forfeited at no cost in connection with the Business Combination 7,333,333 warrants acquired in a private placement (the "Private Placement Warrants") and (ii) disposed of 14,666,667 Private Placement Warrants in the Business Combination, ultimately receiving 14,666,667 private placement warrants of Holdco. Each Private Placement Warrant was exercisable for one-third of one Class A Share at an initial exercise price of one third of $11.50 per one-third Class A Share, subject to adjustment.
- [F6]The sole members of TPG Pace Sponsor are Karl Peterson and TPG Holdings III, L.P., whose general partner is TPG Holdings III-A, L.P., whose general partner is TPG Holdings III-A, Inc., whose sole shareholder is TPG Group Holdings (SBS), L.P., whose general partner is TPG Group Holdings (SBS) Advisors, LLC, whose sole member is TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with TPG Pace Sponsor, Messrs. Bonderman, Coulter and Peterson, the "Reporting Persons"), whose sole shareholders are Messrs. Bonderman and Coulter.
- [F7]Because of the relationship between the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective direct or indirect pecuniary interests therein. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
- [F8]Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.