New insider Holloway Samantha claimed ownership of 21,250,000 shares (SEC Form 3)
$TPGXL
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/21/2025 |
3. Issuer Name and Ticker or Trading Symbol
TPG Inc. [ TPG ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 21,000,000 | I | See footnote(1) |
| Class A Common Stock | 250,000 | I | See footnote(2) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| TPG Partner Holdings, L.P. Units | (3) | (3) | Class A Common Stock(3) | 3,378,900 | (3) | I | See footnote(1) |
| TPG Partner Holdings, L.P. Units | (3) | (3) | Class A Common Stock(3) | 694,283 | (3) | I | See footnote(4) |
| TPG Partner Holdings, L.P. Units | (3) | (3) | Class A Common Stock(3) | 1,313,593 | (3) | I | See footnote(5) |
| TPG Partner Holdings, L.P. Units | (3) | (3) | Class A Common Stock(3) | 1,503,983 | (3) | I | See footnote(6) |
| TPG Partner Holdings, L.P. Units | (3) | (3) | Class A Common Stock(3) | 3,383,807 | (3) | I | See footnote(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. As of the date first set forth in this statement, these TPG Inc. ("TPG") securities were held by DB Holdings I, L.P. ("DB Holdings"). Bondo FTW, Inc. ("Bondo FTW") is the sole general partner of DB Holdings and may be deemed a beneficial owner of these TPG securities. Samantha Holloway is the sole director of Bondo FTW and, in her capacity as the executor of the estate of David Bonderman, indirectly controls the sole limited partner of DB Holdings. Ms. Holloway may be deemed a beneficial owner of these TPG securities. Each of Bondo FTW and Ms. Holloway disclaims beneficial ownership of these TPG securities except to the extent of its or her pecuniary interest therein, if any. |
| 2. These TPG securities are held by a limited liability company managed by Ms. Holloway and owned by trusts for the benefit of members of Mr. Bonderman's family. Ms. Holloway may be deemed a beneficial owner of these TPG securities, but disclaims such beneficial ownership except to the extent of her pecuniary interest therein, if any. |
| 3. Pursuant to the Amended and Restated Exchange Agreement filed by TPG with the Securities and Exchange Commission on November 2, 2023, units ("TPH Units") of TPG Partner Holdings, L.P. ("Partner Holdings") are ultimately exchangeable for cash or, at TPG's election, shares of TPG 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 TPG also held by Group Holdings will be automatically cancelled for no additional consideration. |
| 4. These TPG securities are held by a corporation owned by the estate of Mr. Bonderman; Ms. Holloway is its sole director. Ms. Holloway may be deemed a beneficial owner of these TPG securities, but disclaims such beneficial ownership except to the extent of her pecuniary interest therein, if any. |
| 5. These TPG securities are held by a limited partnership in which Ms. Holloway is a limited partner; Ms. Holloway is also the sole owner of the general partner. Ms. Holloway may be deemed a beneficial owner of these TPG securities, but disclaims such beneficial ownership except to the extent of her pecuniary interest therein. |
| 6. These TPG securities are held by a limited partnership owned by a trust for the benefit or Mr. Bonderman's family; Ms. Holloway is the sole director of the general partner. Ms. Holloway may be deemed a beneficial owner of these TPG securities, but disclaims such beneficial ownership except to the extent of her pecuniary interest therein, if any. |
| Remarks: |
| Ms. Holloway is also filing this statement on behalf of the estate of David Bonderman, as the executor of that estate. |
| /s/ Samantha Holloway | 05/27/2025 | |
| /s/ Samantha Holloway, director, Bondo FTW, Inc. | 05/27/2025 | |
| /s/ Samantha Holloway, director, Bondo FTW, Inc., general partner of DB Holdings I, L.P. | 05/27/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||