Amendment: SEC Form SCHEDULE 13G/A filed by TPG Operating Group II L.P. 6.950% Fixed-Rate Junior Subordina
$TPGXL
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)
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TPG Inc. (Name of Issuer) |
Class A Common Stock, par value $0.001 per share (Title of Class of Securities) |
872657101 (CUSIP Number) |
03/31/2025 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 872657101 |
| 1 | Names of Reporting Persons
Temasek Holdings (Private) Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SINGAPORE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,443,225.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person: Based on 116,946,288 shares of the Issuer's Class A common stock outstanding as of April 8, 2025, as set forth in the Issuer's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the "Commission") on April 23, 2025.
SCHEDULE 13G
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| CUSIP No. | 872657101 |
| 1 | Names of Reporting Persons
Fullerton Management Pte Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SINGAPORE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,981,179.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person: Based on 116,946,288 shares of the Issuer's Class A common stock outstanding as of April 8, 2025, as set forth in the Issuer's definitive proxy statement on Schedule 14A filed with the Commission on April 23, 2025.
SCHEDULE 13G
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| CUSIP No. | 872657101 |
| 1 | Names of Reporting Persons
Temasek Life Sciences Private Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SINGAPORE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,981,179.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person: Based on 116,946,288 shares of the Issuer's Class A common stock outstanding as of April 8, 2025, as set forth in the Issuer's definitive proxy statement on Schedule 14A filed with the Commission on April 23, 2025.
SCHEDULE 13G
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| CUSIP No. | 872657101 |
| 1 | Names of Reporting Persons
V-Sciences Investments Pte Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SINGAPORE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,981,179.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Based on 116,946,288 shares of the Issuer's Class A common stock outstanding as of April 8, 2025, as set forth in the Issuer's definitive proxy statement on Schedule 14A filed with the Commission on April 23, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
TPG Inc. | |
| (b) | Address of issuer's principal executive offices:
301 Commerce Street, Suite 3300, Fort Worth, TX 76102 | |
| Item 2. | ||
| (a) | Name of person filing:
(i) Temasek Holdings (Private) Limited ("Temasek");
(ii) Fullerton Management Pte Ltd ("Fullerton");
(iii) Temasek Life Sciences Private Limited ("TLS"); and
(iv) V-Sciences Investments Pte Ltd ("V-Sciences" and, together with Temasek, Fullerton and TLS, the "Reporting Persons")
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| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each Reporting Person is 60B Orchard Road, #06-18, The Atrium@Orchard, Singapore 238891. | |
| (c) | Citizenship:
The citizenship of each of the Reporting Persons is the Republic of Singapore. | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.:
872657101 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of May 2, 2025, V-Sciences directly owned 3,981,179 shares of the Issuer's Class A common stock. V-Sciences is a wholly-owned subsidiary of TLS, which is a wholly-owned subsidiary of Fullerton, which is a wholly-owned subsidiary of Temasek. Each of TLS, Fullerton and Temasek, through the ownership described herein, may be deemed to beneficially own the shares held by V-Sciences.
Temasek, through the ownership described herein and the indirect 100% ownership of two other entities that directly owned an aggregate of 4,462,046 shares of the Issuer's Class A common stock as of May 2, 2025, may be deemed to beneficially own in aggregate 8,443,225 shares of the Issuer's Class A common stock, including the 3,981,179 shares of the Issuer's Class A common stock directly owned by V-Sciences.
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| (b) | Percent of class:
As of May 2, 2025:
Temasek: 7.2%
Fullerton, TLS and V-Sciences: 3.4%
Based on 116,946,288 shares of the Issuer's Class A common stock outstanding as of April 8, 2025, as set forth in the Issuer's definitive proxy statement on Schedule 14A filed with the Commission on April 23, 2025. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
Temasek: 8,443,225
Fullerton, TLS and V-Sciences: 3,981,179
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| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Temasek: 8,443,225
Fullerton, TLS and V-Sciences: 3,981,179
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| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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.
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Comments accompanying signature: This statement reports the fact that each of Fullerton, TLS and V-Sciences have ceased to be the beneficial owner of more than 5 percent of the Issuer's Class A common stock.