4//SEC Filing
Raj Nehal 4
Accession 0000947871-24-000222
CIK 0001880661other
Filed
Feb 28, 7:00 PM ET
Accepted
Feb 29, 6:36 PM ET
Size
12.3 KB
Accession
0000947871-24-000222
Insider Transaction Report
Form 4
TPG Inc.TPG
Raj Nehal
Director
Transactions
- Exercise/Conversion
TPG Partners Holdings, L.P. Units
2024-02-27−250,858→ 3,351,225 total(indirect: By Personal Investment Vehicle)→ Class A Common Stock (250,858 underlying) - Exercise/Conversion
Class A Common Stock
2024-02-27+250,858→ 800,570 total(indirect: By Personal Investment Vehicle) - Sale
Class A Common Stock
2024-02-29$41.64/sh−250,858$10,445,727→ 549,712 total(indirect: By Personal Investment Vehicle)
Holdings
- 2,197,597
Class A Common Stock
Footnotes (4)
- [F1]On February 27, 2024, pursuant to the Amended and Restated Exchange Agreement filed by TPG Inc. (the "Issuer") with the Securities and Exchange Commission (the "Commission") on November 2, 2023, the Reporting Person exchanged 250,858 units ("TPH Units") of TPG Partner Holdings, L.P. ("Partner Holdings") for an equal number of shares of Class A common stock ("Class A common stock") of the Issuer.
- [F2]Pursuant to the Amended and Restated Exchange Agreement filed by the Issuer with 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.
- [F3]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.
- [F4]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 0001733964
Filing Metadata
- Form type
- 4
- Filed
- Feb 28, 7:00 PM ET
- Accepted
- Feb 29, 6:36 PM ET
- Size
- 12.3 KB