Sec Form 4 Filing - TPG Pace Solutions Sponsor, Series LLC @ TPG Pace Solutions Corp. - 2021-12-03

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
TPG Pace Solutions Sponsor, Series LLC
2. Issuer Name and Ticker or Trading Symbol
TPG Pace Solutions Corp. [ TPGS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Former Director and 10% Owner
(Last) (First) (Middle)
C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300
3. Date of Earliest Transaction (MM/DD/YY)
12/03/2021
(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 Ordinary Shares 12/03/2021 D 770,000 D 0 I See Explanation of Responses( 1 )( 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
Class F Ordinary Shares ( 2 ) 12/03/2021 D 3,006,667 ( 2 ) ( 2 ) Class A Ordinary Shares 3,006,667 ( 1 ) 0 I See Explanation of Responses( 1 )( 2 )( 3 )( 4 )( 5 )
Class G Ordinary Shares ( 2 ) 12/03/2021 D 6,333,333 ( 2 ) ( 2 ) Class A Ordinary Shares 6,333,333 ( 1 ) 0 I See Explanation of Responses( 1 )( 2 )( 3 )( 4 )( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TPG Pace Solutions Sponsor, Series LLC
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX76102
Former Director and 10% Owner
BONDERMAN DAVID
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX76102
Former Director and 10% Owner
COULTER JAMES G
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX76102
Former Director and 10% Owner
Peterson Karl Mr.
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX76102
Former Director and 10% Owner
Signatures
/s/ Michael LaGatta, Vice President, TPG Pace Solutions Sponsor, Series LLC (6) 12/07/2021
Signature of Reporting Person Date
/s/ Gerald Neugebauer, on behalf of David Bonderman (6) (7) 12/07/2021
Signature of Reporting Person Date
/s/ Gerald Neugebauer, on behalf of James G. Coulter (6) (7) 12/07/2021
Signature of Reporting Person Date
/s/ Michael LaGatta, on behalf of Karl Peterson (6) (8) 12/07/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the merger of TPG Pace Solutions Corp. (the "Issuer") with and into Vacasa, Inc. ("Vacasa") pursuant to the Business Combination Agreement, as amended, dated as of July 28, 2021, each Class A Ordinary Share, par value $0.0001 per share ("Class A Shares"), of the Issuer, each Class F Ordinary Share, par value $0.0001 per share ("Class F Shares"), of the Issuer and each Class G Ordinary Share, par value $0.0001 per share ("Class G Shares"), of the Issuer held by TPG Pace Solutions Sponsor, Series LLC ("TPG Pace Solutions Sponsor") was automatically cancelled, extinguished and converted, on a one-for-one basis, into a share of Class A Common Stock, Class F Common Stock and Class G Common Stock, respectively, of Vacasa.
( 2 )Pursuant to the Issuer's Memorandum and Articles of Association, as amended, (i) the Class F Shares were automatically convertible into Class A Shares at the time of the Issuer's initial business combination, and (ii) the Class G Shares were convertible into Class A Shares after the Issuer's initial business combination only to the extent the trading price of the Class A Shares exceeded certain thresholds or in the event of a change of control transaction, in each case subject to adjustment.
( 3 )The managing member of TPG Pace Solutions Sponsor is TPG Pace Governance, LLC, which is controlled by David Bonderman, James G. Coulter and Karl Peterson (collectively with TPG Pace Solutions Sponsor, the "Reporting Persons").
( 4 )Because of the relationship among the Reporting Persons, the Reporting Persons may have been deemed to have beneficially owned 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 TPG Pace Solutions Sponsor. 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 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:
6. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. 7. Gerald Neugebauer is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated February 26, 2020, which were previously filed with the Securities and Exchange Commission (the "Commission"). 8. Michael LaGatta is signing on behalf of Mr. Peterson pursuant to an authorization and designation letter dated March 30, 2020, which was previously filed with the Commission.

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