4//SEC Filing
Davis Kelvin L. 4
Accession 0000947871-24-000041
CIK 0001880661other
Filed
Jan 16, 7:00 PM ET
Accepted
Jan 17, 4:39 PM ET
Size
12.6 KB
Accession
0000947871-24-000041
Insider Transaction Report
Form 4
TPG Inc.TPG
Davis Kelvin
Director
Transactions
- Tax Payment
Class A Common Stock
2024-01-13$39.52/sh−4,682$185,033→ 34,017 total - Award
TPG Partners Holdings, L.P. Units
2024-01-15+53,454→ 12,397,738 total(indirect: By Personal Investment Vehicles)→ Class A Common Stock (53,454 underlying) - Award
Class A Common Stock
2024-01-13+29,859→ 63,876 total
Holdings
- 844,584(indirect: By Personal Investment Vehicle)
Class A Common Stock
Footnotes (6)
- [F1]On January 13, 2024, TPG Inc. (the "Issuer") withheld 4,682 shares of Class A common stock ("Class A common stock") of the Issuer from the Reporting Person for payment of the tax liability incident to the vesting of restricted stock units ("RSUs") previously granted by the Issuer.
- [F2]Represents RSUs. Each RSU represents a contingent right to receive one share of Class A common stock. 1/3 of the RSUs will vest on each of the first, second and third anniversaries of the date of grant.
- [F3]On January 15, 2024, 53,454 additional units ("TPH Units") of TPG Partner Holdings, L.P. ("Partner Holdings") were allocated automatically to the Reporting Person in accordance with Partner Holdings' limited partnership agreement upon their forfeiture by a former partner of Partner Holdings.
- [F4]Pursuant to the Amended and Restated Exchange Agreement filed by the Issuer with the Securities and Exchange Commission (the "Commission") on November 2, 2023, TPH 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 transfer restrictions (the "exchange consideration"). Upon an exchange of TPH Units, an equal number of Common Units of TPG Operating Group II, L.P. 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.
- [F5]Because of the relationship between the Reporting Person and the entities holding these securities, the Reporting Person may be deemed to beneficially own these securities to the extent of the greater of the Reporting Person's direct or indirect pecuniary interest in the profits, capital accounts or distributions of the holder. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of the Reporting Person's pecuniary interest therein, if any.
- [F6]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 Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of the Reporting Person's pecuniary interest.
Documents
Issuer
TPG Inc.
CIK 0001880661
Entity typeother
Related Parties
1- filerCIK 0001425872
Filing Metadata
- Form type
- 4
- Filed
- Jan 16, 7:00 PM ET
- Accepted
- Jan 17, 4:39 PM ET
- Size
- 12.6 KB