SEC Form SC 13D/A filed by Eros STX Global Corporation

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

Eros STX Global Corporation

(Name of Issuer)

A ordinary shares, par value GBP 0.30 per share

(Title of Class of Securities)

G3788M114

(CUSIP Number)

Michael LaGatta

TPG Global, LLC

301 Commerce Street, Suite 3300

Fort Worth, TX 76102

(817) 871-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 12, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 7 Pages)

____________

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 8 (the “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on December 29, 2020, as amended and supplemented by Amendment No. 1 filed on January 27, 2021, Amendment No. 2 filed on February 9, 2021, Amendment No. 3 filed on February 17, 2021, Amendment No. 4 filed on February 24, 2021, Amendment No. 5 filed on March 3, 2021, Amendment No. 6 filed on March 8, 2021 and Amendment No. 7 filed on March 11, 2021 (as so amended, the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”), with respect to the Common Stock of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

Item 2. Identity and Background.

This Amendment amends and restates the second paragraph of Item 2 of the Original Schedule 13D in its entirety as set forth below:

“Group Advisors is the sole member of TPG Group Holdings (SBS) Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole member of TPG Holdings I-A, LLC, a Delaware limited liability company, which is the general partner of TPG Holdings I, L.P., a Delaware limited partnership, which is the sole member of each of (i) TPG Growth GenPar IV Advisors, LLC, a Delaware limited liability company, and (ii) TPG Star Genpar Advisors, LLC, a Delaware limited liability company. TPG Growth GenPar IV Advisors, LLC is the general partner of TPG Growth GenPar IV, L.P., a Delaware limited partnership, which is the general partner of TPG Growth IV Oscars, L.P., a Delaware limited partnership (“TPG Growth IV Oscars”), which directly holds 22,985,032 A Ordinary Shares. TPG Star Genpar Advisors, LLC is the general partner of TPG STAR GenPar, L.P., a Delaware limited partnership, which is the general partner of TPG STAR, L.P., a Delaware limited partnership (“TPG STAR” and, together with TPG Growth IV Oscars, the “TPG Funds”), which directly holds 7,336,250 A Ordinary Shares.”

Item 4. Purpose of Transaction.

This Amendment amends and supplements Item 4 of the Original Schedule 13D by inserting the following after the fourth paragraph under the title “Registration Rights and Investors’ Rights Agreement”:

“On March 11, 2021, the TPG Funds sold an aggregate of 1,250,000 A Ordinary Shares in open market sales at a weighted average price per share of $1.9717 in multiple transactions at prices ranging from $1.97 to $1.995, inclusive. On March 12, 2021, the TPG Funds sold an aggregate of 3,000,000 A Ordinary Shares in open market sales at a weighted average price per share of $2.005 in multiple transactions at prices ranging from $1.98 to $2.05, inclusive. On March 15, 2021, the TPG Funds sold an aggregate of 3,000,000 A Ordinary Shares in open market sales at a weighted average price per share of $2.0442 in multiple transactions at prices ranging from $2.00 to $2.09, inclusive.”

Item 5. Interest in Securities of the Issuer.

This Amendment amends and restates the second paragraph of Item 5 of the Original Schedule 13D in its entirety as set forth below:

“(a)-(b) The following sentence is based on 357,230,123 A Ordinary Shares outstanding as of December 28, 2020, as reported in the Prospectus filed by the Issuer with the Commission on December 28, 2020. Pursuant to Rule 13d-3 under the Act, the Reporting Persons may be deemed to beneficially own 30,321,282 A Ordinary Shares, which constitutes approximately 8.5% of the outstanding A Ordinary Shares.”

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.

Dated: March 16, 2021

(1) Gerald Neugebauer is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated February 26, 2020, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Bonderman on March 6, 2020 (SEC File No. 001-38156).

(2) Gerald Neugebauer is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated February 26, 2020, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Coulter on March 6, 2020 (SEC File No. 001-38156).

INDEX TO EXHIBITS