Form 4: TPG Inc. Director Jonathan Coslet Receives Additional Partnership Units Due to Forfeiture

Director Jonathan Coslet acquired additional TPG Partner Holdings, L.P. units due to a former partner's forfeiture, which are ultimately exchangeable for Class A common stock or cash.

Summary

• On April 10, 2024, Jonathan Coslet, a director of TPG Inc., acquired 34,846 additional units of TPG Partner Holdings, L.P. (TPH Units).
• These units were allocated automatically due to forfeiture by a former partner of Partner Holdings, according to the limited partnership agreement.
• TPH Units are exchangeable for cash or, at TPG Inc.'s election, shares of Class A common stock on a one-for-one basis.
• Upon exchange, an equal number of Common Units of TPG Operating Group II, L.P. held by TPG Group Holdings (SBS), L.P. are also exchanged, and an equal number of Class B common stock shares are cancelled.
• Coslet may be deemed to beneficially own 15,092,434 securities through personal investment vehicles, but he disclaims beneficial ownership beyond his pecuniary interest.

Sentiment

Score: 6

Explanation: The document is a routine disclosure of a transaction related to partnership unit allocation. It doesn't contain any particularly positive or negative information, hence a neutral sentiment score.

Future Outlook

The document outlines the exchangeability of TPH Units for cash or Class A common stock, indicating a potential future increase in the number of outstanding shares if TPG Inc. elects to issue stock upon exchange.

Management Comments

• The Reporting Person disclaims beneficial ownership of these securities, except to the extent of the Reporting Person's pecuniary interest therein, if any.

Industry Context

This filing reflects the internal dynamics of private equity firms like TPG, where partnership unit allocations and forfeitures are common occurrences. The exchange agreement mechanism is a typical structure for providing liquidity to partners while managing the company's capital structure.

Comparison to Industry Standards

• The structure of TPG Partner Holdings, L.P. and its exchange agreement are similar to those used by other publicly traded private equity firms such as Blackstone (BX) and KKR & Co. (KKR).
• These firms often use complex partnership structures to manage ownership and provide liquidity to partners.
• The one-for-one exchange ratio of TPH Units to Class A common stock is a standard conversion rate seen in similar agreements.

Stakeholder Impact

• The transaction could potentially impact shareholders through a future increase in the number of outstanding Class A common stock shares if TPG Inc. elects to issue stock upon exchange of the TPH Units.

Key Dates