Sec Form 4 Filing - TPG Group Holdings (SBS) Advisors, Inc. @ Magnolia Oil & Gas Corp - 2019-08-13

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 Magnolia Oil & Gas Corp [ MGY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former Director (Last) (First) (Middle) C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 3. Date of Earliest Transaction (MM/DD/YY) 08/13/2019 (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 Class A Common Stock 08/13/2019 J( 1 ) 5,382,189 D $ 0 ( 1 ) 4,739,224 I See Explanation of Responses ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )

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% Ow ner Officer Other TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 Former Director BONDERMAN DAVID C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 Former Director COULTER JAMES G C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 Former Director Signatures /s/ Michael LaGatta, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (7) 08/15/2019 Signature of Reporting Person Date /s/ Bradford Berenson on behalf of David Bonderman (7)(8) 08/15/2019 Signature of Reporting Person Date /s/ Bradford Berenson on behalf of James G. Coulter (7)(8) 08/15/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Effective August 13, 2019, TPG Pace Governance, LLC ("Pace Governance") distributed, in accordance with its limited liability company agreement, shares of Class A common stock ("Class A Shares") of Magnolia Oil & Gas Corporation (the "Issuer") to its sole member, TPG Holdings III, L.P. ("TPG Holdings III"), which in turn distributed, in accordance with its limited partnership agreement, the Class A Shares pro rata to its partners, some of which made further pro rata distributions of the Class A Shares (the "Distribution"). ( 2 )David Bonderman and James G. Coulter are the sole shareholders of each of (i) TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, 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, which is the sole member of Pace Governance, which is the managing member of TPG Pace Energy Sponsor Successor 2, LLC, which directly holds 2,227,442 Class A Shares, and (ii) TPG Group Advisors (Cayman), Inc., which is the general partner of TPG Partner Holdings, L.P., which directly holds 178,648 Class A Shares. ( 3 )Excluding Class A Shares directly held by TPG Pace Energy Sponsor Successor 2, LLC and TPG Partner Holdings, L.P., Mr. Bonderman holds directly or indirectly 1,248,266 Class A Shares, and Mr. Coulter holds directly or indirectly 1,084,868 Class A Shares. ( 4 )Under the Stockholder Agreement, dated as of July 31, 2018 (the "Stockholder Agreement") by and among the Issuer and the other parties thereto, TPG (as defined in the Stockholder Agreement) is no longer entitled, as a result of the Distribution, to designate an individual for inclusion in the slate of nominees recommended by the Issuer's board of directors for election as a director. The Reporting Persons accordingly are no longer subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). ( 5 )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 their respective direct or indirect pecuniary interests therein. 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. ( 6 )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: (7) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (8) Bradford Berenson is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated March 13, 2018, 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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