Sec Form 4 Filing - TPACE Sponsor Corp. @ Pace Holdings Corp. - 2015-09-16

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 TPACE Sponsor Corp. 2. Issuer Name and Ticker or Trading Symbol Pace Holdings Corp. [ PACE] 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) 09/16/2015 (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

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 Derivative 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 Warrants ( 1 ) 09/16/2015 P 22,000,000 ( 2 ) ( 2 ) Class A ordinary shares 7,333,333.33 $ 0.5 22,000,000 I See Explanation of Responses ( 1 ) ( 3 ) ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TPACE Sponsor Corp. C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 X TPG Group Holdings (SBS) Advisors, 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 X COULTER JAMES G C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 X X Peterson Karl Mr. C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 X X President and CEO Signatures /s/ Clive Bode, Vice President, TPACE Sponsor Corp. (6) 09/18/2015 Signature of Reporting Person Date /s/ Clive Bode, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (6) 09/18/2015 Signature of Reporting Person Date /s/ Clive Bode on behalf of David Bonderman (6)(7) 09/18/2015 Signature of Reporting Person Date /s/ Clive Bode on behalf of James G. Coulter (6)(7) 09/18/2015 Signature of Reporting Person Date /s/ Clive Bode on behalf of Karl Peterson (6)(8) 09/18/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 16, 2015, TPACE Sponsor Corp. ("TPACE") purchased from Pace Holdings Corp. (the "Issuer") 22,000,000 warrants (the "Warrants"). Each Warrant is initially exercisable for one-third of one Class A ordinary share (a "Class A Share") at an initial exercise price (the "Exercise Price") of one third of $11.50 per one-third Class A Share. The number of Class A Shares issuable upon exercise of the Warrants and the Exercise Price is subject to certain adjustments as set forth in the Warrant Agreement dated as of September 10, 2015 between the Issuer and Continental Stock Transfer & Trust Company, as warrant agent. ( 2 )The Warrants may be exercised during the period (a) commencing on the later of (i) the date that is 30 days after the first date on which the Issuer completes a business combination and (ii) September 16, 2016 and (b) terminating on the earlier of (i) the date that is five years after the date on which the Company completes its initial business combination and (ii) the liquidation of the Issuer if it fails to consummate a business combination. ( 3 )The sole director of TPACE is Karl Peterson, and the sole shareholders of TPACE are Mr. Peterson and TPG Holdings III, L.P. ("TPG Holdings III"). David Bonderman and James G. Coulter are officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with TPACE, Messrs. Bonderman, Coulter and Peterson, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole shareholder of TPG Holdings III-A, Inc., which is the general partner of TPG Holdings III-A, L.P., which is the general partner of TPG Holdings III. ( 4 )Because of the relationship between the Reporting Persons, 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 TPACE. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. ( 5 )Pursuant to Rule 16a-1(a)(4) under 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: (6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.(7) Clive Bode is signing on behalf of both 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.(8) Clive Bode is signing on behalf of Mr. Peterson pursuant to the authorization and designation letter dated September 4, 2015, which was 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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