Sec Form 4 Filing - TPG Group Holdings (SBS) Advisors, Inc. @ Nexeo Solutions, Inc. - 2016-07-26

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person TPG Group Holdings (SBS) Advisors, Inc. 2. Issuer Name and Ticker or Trading Symbol Nexeo Solutions, Inc. [ NXEO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 3. Date of Earliest Transaction (MM/DD/YY) 07/26/2016 (Street) FORT WORTH, TX76102 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 07/26/2016 J 47,500 ( 1 ) D $ 0 31,180,344 I See explanation of responses ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) Common Stock 07/26/2016 J 17,500 ( 2 ) D $ 0 31,162,844 I See explanation of responses ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) Common Stock 07/26/2016 J 17,500 ( 3 ) D $ 0 31,145,344 I See explanation of responses ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) Common Stock 07/26/2016 J 17,500 ( 4 ) D $ 0 31,127,844 I See explanation of responses ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivat ive Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 X TPG Advisors VI, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 X BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 X COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH,, TX76102 X Signatures /s/ Michael LaGatta, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (10) 09/02/2016 Signature of Reporting Person Date /s/ Michael LaGatta, Vice President, TPG Advisors VI, Inc. (10) 09/02/2016 Signature of Reporting Person Date /s/ Clive Bode on behalf of David Bonderman (10)(11) 09/02/2016 Signature of Reporting Person Date /s/ Clive Bode on behalf of James G. Coulter (10)(11) 09/02/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of Common Stock ("Common Stock") of Nexeo Solutions, Inc. (the "Issuer") awarded as restricted stock to Ronald J. LaBuschewsky. ( 2 )Shares of Common Stock awarded as restricted stock to Kristina Smith. ( 3 )Shares of Common Stock awarded as restricted stock to Mike Willman. ( 4 )Shares of Common Stock awarded as restricted stock to Lindsay Germano. ( 5 )David Bonderman and James G. Coulter are sole shareholders of each of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors") and TPG Advisors VI, Inc. ("TPG Advisors VI"). Group Advisors is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Holdings II, L.P., which is the sole member of TPG VI AIV SLP SD Advisors, LLC, which is the general partner of TPG VI AIV SLP SD, L.P., which is the managing member of Nexeo Holdco, LLC ("Nexeo Holdco"), which directly holds 1,791,182 shares of Common Stock. ( 6 )TPG Advisors VI is the general partner of each of (i) TPG VI Neon I, L.P. ("TPG Neon I"), which directly holds 12,926,291 shares of Common Stock, (ii) TPG VI Neon II, L.P. ("TPG Neon II"), which directly holds 16,294,874 shares of Common Stock, and (iii) TPG VI FOF Neon, L.P. ("TPG FOF Neon" and, together with Nexeo Holdco, TPG Neon I and TPG Neon II, the "TPG Funds"), which directly holds 115,497 shares of Common Stock. ( 7 )Of the 31,127,844 shares of Common Stock held in the aggregate by the TPG Funds, 3,554,240 constitute "founder shares" (the "Founder Shares") that the Issuer's sponsor received at the time of the Issuer's initial public offering. The Founder Shares are subject to, among other conditions and restrictions, forfeiture on June 9, 2026 unless certain targets tied to the trading price of the Common Stock are satisfied or the Issuer completes a liquidation, merger, stock exchange or similar transaction. ( 8 )Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each Reporting Person and each of the TPG Funds disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or such other TPG Fund's pecuniary interest therein, if any. ( 9 )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 their respective pecuniary interests.

Remarks: (10) The Reporting Persons are jointly filing this Form 3 under Exchange Act Rule 16a-3(j). (11) Clive Bode is signing on behalf of Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated June 19, 2015, which were previously filed with the Securities and Exchange Commission.

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).

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