SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TPG GP A, LLC

(Last)

(First)

(Middle)

301 COMMERCE STREET

SUITE 3300

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TPG Inc. [ TPG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
TPG Operating Group Common Units⁽²⁾	⁽³⁾	03/30/2023		J⁽¹⁾	V		1,000,000	⁽³⁾	⁽³⁾	Class A Common Stock⁽³⁾	1,000,000	$0	228,652,641	I	See Explanation of Responses⁽²⁾⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

TPG GP A, LLC

(Last)

(First)

(Middle)

301 COMMERCE STREET

SUITE 3300

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TPG Group Holdings (SBS) Advisors, LLC

(Last)

(First)

(Middle)

301 COMMERCE STREET

SUITE 3300

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TPG Partner Holdings, L.P.

(Last)

(First)

(Middle)

301 COMMERCE STREET

SUITE 3300

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TPG Group Holdings (SBS), L.P.

(Last)

(First)

(Middle)

301 COMMERCE STREET

SUITE 3300

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

Explanation of Responses:

1. On March 30, 2023, in order to facilitate the exchange by a certain Pre-IPO Investor (as defined in the prospectus (the "Prospectus") of TPG Inc. (the "Issuer"), filed with the Securities and Exchange Commission on January 4, 2022) of common units ("Common Units") of the TPG Operating Group for shares of Class A common stock of the Issuer, where such Common Units were indirectly held through TPG New Holdings, LLC ("TPG New Holdings") and TPG Group Holdings (SBS), L.P. ("TPG Group Holdings"), TPG Group Holdings distributed to TPG New Holdings one million Common Units, which TPG New Holdings distributed to the Pre-IPO Investor in redemption of one million of the Pre-IPO Investor's TPG New Holdings common units.

2. Represents securities held by TPG Group Holdings, of which (i) the general partner is TPG Group Holdings (SBS) Advisors, LLC, the managing member of which is TPG GP A, LLC ("TPG GP A"); and (ii) the sole limited partner is TPG New Holdings of which (a) the managing member is TPG Group Advisors (Cayman), Inc. ("TPG Group Advisors (Cayman)"), of which the sole shareholder is TPG Group Advisors (Cayman), LLC, of which the sole member is TPG GP A; and (b) the member is TPG Partner Holdings, L.P., of which the general partner is TPG Group Advisors (Cayman).

3. Pursuant to an exchange agreement, as disclosed in the Prospectus, the Common 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 compliance with lock-up, vesting and transfer restrictions and the terms of the exchange agreement. Upon an exchange of the Common Units, an equal number of shares of Class B common stock of the Issuer accompanying the Common Units and also held by TPG 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.

4. Because of the relationship between the Reporting Persons and the entities holding these securities, the Reporting Persons may be deemed to beneficially own these securities to the extent of the greater of the Reporting Persons' direct or indirect pecuniary interest in the profits, capital accounts or distributions of the holder. The Reporting Persons disclaim beneficial ownership of these securities, except to the extent of the Reporting Persons' pecuniary interest therein, if any.

5. 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 Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of the Reporting Persons' pecuniary interest.

Remarks:

The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.

	TPG GP A, LLC By /s/ Bradford Berenson, General Counsel	03/31/2023
	TPG Group Holdings (SBS) Advisors, LLC By /s/ Bradford Berenson, General Counsel	03/31/2023
	TPG Partner Holdings, L.P. By /s/ Bradford Berenson, General Counsel, TPG Group Advisors (Cayman), Inc., the General Partner of TPG Partner Holdings, L.P.	03/31/2023
	TPG Group Holdings (SBS), L.P. By /s/ Bradford Berenson, General Counsel, TPG Group Holdings (SBS) Advisors, LLC, the General Partner of TPG Group Holdings (SBS), L.P.	03/31/2023
	** 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 4 (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.

SEC Form 4 filed by Tpg Gp A, Llc