4//SEC Filing
Murphy Ken N. 4
Accession 0000947871-22-000057
CIK 0001880661other
Filed
Jan 12, 7:00 PM ET
Accepted
Jan 13, 7:45 PM ET
Size
12.0 KB
Accession
0000947871-22-000057
Insider Transaction Report
Form 4
TPG Inc.TPG
Murphy Ken N.
Chief Operating Officer
Transactions
- Award
TPG Partner Holdings, L.P. Units
2022-01-12+2,429,146→ 2,429,146 total→ Class A Common Stock (2,429,146 underlying) - Award
Restricted Stock Units
2022-01-13+169,492→ 169,492 total - Award
Performance Stock Units
2022-01-13+169,491→ 169,491 total→ Class A Common Stock (169,491 underlying)
Footnotes (4)
- [F1]Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A common stock of TPG Inc. (the "Issuer"). 25% of the RSUs will vest on each of the second, third, fourth and fifth anniversaries of the date of grant, subject to the Reporting Person's continuous service through the vesting date.
- [F2]Pursuant to the restructuring of the TPG Operating Group, as disclosed in the prospectus of the Issuer, filed with the Securities and Exchange Commission on January 4, 2022 (the "Prospectus"), the Reporting Person, as a partner of TPG Partner Holdings, L.P. ("Partner Holdings") prior to the Issuer's initial public offering, received units ("TPH Units") of Partner Holdings.
- [F3]Pursuant to an exchange agreement, as disclosed in the Prospectus, TPH Units are ultimately exchangeable for cash or, at the Issuer's election, shares of Class A common stock of the Issuer on a one-for-one basis, subject to customary conversion rate adjustments and transfer restrictions (the "exchange consideration"). Upon an exchange of TPH Units, an equal number of Common Units of the TPG Operating Group held by TPG Group Holdings (SBS), L.P. ("Group Holdings"), of which Partner Holdings is an indirect limited partner, are exchanged on a one-for-one basis for the exchange consideration, and an equal number of shares of Class B common stock of the Issuer also held by Group Holdings 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.
- [F4]Each performance stock unit ("PSU") represents a contingent right to receive one share of Class A common stock when both the service and performance conditions are satisfied. 25% of the PSUs will service-vest on each of the second, third, fourth and fifth anniversaries of the date of grant. 50% of the PSUs will performance-vest on each of the first day following the date on which the 30-day volume weighted average trading price of a share of Class A common stock equals or exceeds (x) 1.5x the initial public offering price (the "1.5x measure") and (y) 2.0x the initial public offering price (the "2.0x measure"). The PSUs with respect to the 1.5x measure will be forfeited if the 1.5x measure is not achieved prior to the fifth anniversary of the grant date and the PSUs with respect to the 2.0x measure will be forfeited if the 2.0x measure is not achieved prior to the eighth anniversary of the grant date.
Documents
Issuer
TPG Inc.
CIK 0001880661
Entity typeother
Related Parties
1- filerCIK 0001903742
Filing Metadata
- Form type
- 4
- Filed
- Jan 12, 7:00 PM ET
- Accepted
- Jan 13, 7:45 PM ET
- Size
- 12.0 KB