Sec Form 4 Filing - Tarrant Capital Advisors, Inc. @ TPG Specialty Lending, Inc. - 2011-06-17

Insider filing report for Changes in Beneficial Ownership
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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
Tarrant Capital Advisors, Inc.
2. Issuer Name and Ticker or Trading Symbol
TPG Specialty Lending, Inc. [ N/A]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Former 10% Owner (5)
(Last) (First) (Middle)
C/O TPG CAPITAL, L.P., 301 COMMERCE STREET, SUITE 3300
3. Date of Earliest Transaction (MM/DD/YY)
06/17/2011
(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 06/17/2011 S 999 D $ 1 1 I See Explanation of Responses ( 1 ) ( 3 ) ( 5 )
Common Stock 06/17/2011 P 2,078.6 A $ 1,000 2,079.6 I See Explanation of Responses ( 2 ) ( 3 ) ( 4 ) ( 5 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tarrant Capital Advisors, Inc.
C/O TPG CAPITAL, L.P.
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX76102
Former 10% Owner (5)
BONDERMAN DAVID
TPG ADVISORS III, INC.
C/O TPG CAPITAL, L.P.
FORT WORTH, TX76102
Former 10% Owner
COULTER JAMES G
C/O TPG CAPITAL, L.P.
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX76102
Former 10% Owner
Signatures
/s/ Ronald Cami, Vice President of Tarrant Capital Advisors, Inc. 06/21/2011
Signature of Reporting Person Date
/s/ Ronald Cami, on behalf of David Bonderman (7) 06/21/2011
Signature of Reporting Person Date
/s/ Ronald Cami, on behalf of James G.Coulter (7) 06/21/2011
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Agreement to Tender, dated as of March 13, 2011, between the TPG Specialty Lending, Inc. (the "Issuer") and Tarrant Advisors, Inc., a Texas corporation ("Tarrant"), the Issuer purchased 999 shares of Common Stock of the Issuer from Tarrant for $999.
( 2 )Subsequent to the redemption, pursuant to a subscription agreement by and between TSL Advisers, LLC, a Delaware limited liability company ("TSL Advisers") and the Issuer, TSL Advisers acquired 2,868 shares of Common Stock of the Issuer, of which 2,078.6 shares are indirectly beneficially owned by Tarrant.
( 3 )David Bonderman and James G. Coulter are directors, officers, and the sole stockholders of Tarrant Capital Advisors, Inc. ("Tarrant Capital"). Tarrant Capital is the sole stockholder of Tarrant which beneficially owns 2,079.6 shares of Common Stock reported herein. Because of the relationship of Messrs. Bonderman and Coulter and Tarrant Capital (together, the "Reporting Persons") to Tarrant, the Reporting Persons may be deemed to beneficially own the share directly owned by Tarrant. Messrs. Bonderman and Coulter disclaim beneficial ownership of this share except to the extent of their pecuniary interest therein.
( 4 )Messrs. Bonderman and Coutler are also directors, officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Holdings"). Group Holdings is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole member of TPG Holdings II-A, LLC, a Delaware limited liability company, which is the general partner of TPG Holdings II, L.P., a Delaware limited partnership, which is the managing member of TSL Advisers, which beneficially owns 2,868 of the shares of Common Stock of the Issuer, including the 2,078.6 shares of Common Stock of the Issuer reported herein. Because of Messrs. Bonderman and Coulter's relationship to TSL Advisers, they may be deemed to beneficially own the shares directly owned by TSL Advisers. Messrs. Bonderman and Coulter disclaim beneficial ownership of the Shares except to the extent of their pecuniary interest therein.
( 5 )On June 17, 2011, the Issuer delivered a capital drawdown notice to its investors relating to the sale of 35,000 shares of Common Stock. Following the closing of this sale, none of Group Holdings, Tarrant Capital, Mr. Bonderman or Mr. Coulter will beneficially own more than 10% of the Common Stock of the Issuer.

Remarks:
(6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.(7) Ronald Cami is signing on behalf of each of Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated July 1, 2010 which were previously filed with the Securities and Exchange Commission as an exhibit to a Form 3 filed by Messrs. Bonderman and Coulter on July 26, 2010 (SEC File No. 001-11238).

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