Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 3
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person *
TPG GP A, LLC
2. Issuer Name and Ticker or Trading Symbol
TPG Inc. [ TPG]
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)
301 COMMERCE STREET, SUITE 3300
3. Date of Earliest Transaction (MM/DD/YY)
01/13/2022
(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 33,898 I See Explanation of Responses( 1 )( 3 )( 4 )
Class A Common Stock 16,949 D
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
TPG Operating Group Common Units ( 2 ) ( 2 ) ( 2 ) Class A Common Stock( 2 ) 229,652,641 I See Explanation of Responses( 1 )( 3 )( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TPG GP A, LLC
301 COMMERCE STREET
SUITE 3300
FORT WORTH, TX76102
X
TPG Group Holdings (SBS) Advisors, LLC
301 COMMERCE STREET
SUITE 3300
FORT WORTH, TX76102
X
TPG Partner Holdings, L.P.
301 COMMERCE STREET
SUITE 3300
FORT WORTH, TX76102
X
TPG Group Holdings (SBS), L.P.
301 COMMERCE STREET
SUITE 3300
FORT WORTH, TX76102
X
Signatures
TPG GP A, LLC By /s/ Bradford Berenson (in his capacity as General Counsel) 01/13/2022
** Signature of Reporting Person Date
TPG Group Holdings (SBS) Advisors, LLC By /s/ Bradford Berenson (in his capacity as General Counsel) 01/13/2022
** Signature of Reporting Person Date
TPG Partner Holdings, L.P. By /s/ Michael LaGatta (in his capacity as Vice President of TPG Group Advisors (Cayman), Inc., the General Partner of TPG Partner Holdings, L.P.) 01/13/2022
** Signature of Reporting Person Date
TPG Group Holdings (SBS), L.P. By /s/ Bradford Berenson (in his capacity as General Counsel of TPG Group Holdings (SBS) Advisors, LLC, the General Partner of TPG Group Holdings (SBS), L.P.) 01/13/2022
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents securities held by TPG Group Holdings (SBS), L.P. ("Group Holdings"), of which (i) the general partner is TPG Group Holdings (SBS) Advisors, LLC, the managing member of which is TPG GP A, LLC ("GP LLC"); and (ii) the sole limited partner is TPG New Holdings, LLC, of which (a) the managing member is TPG Group Advisors (Cayman), Inc. ("Advisors"), of which the sole shareholder is TPG Group Advisors (Cayman), LLC, of which the sole member is GP LLC; and (b) the member is TPG Partner Holdings, L.P., ("Partner Holdings") of which the general partner is Advisors.
( 2 )Pursuant to an exchange agreement, as disclosed in the prospectus of TPG Inc. (the "Issuer"), filed with the Securities and Exchange Commission on January 4, 2022, the common units ("Common Units") of the TPG Operating Group are ultimately exchangeable for cash or, at the Issuer's election, shares of Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments and compliance with lock-up, vesting and transfer restrictions and the terms of the exchange agreement. Upon an exchange of the Common Units, an equal number of shares of Class B common stock of the Issuer accompanying the Common Units and also held by Group Holdings will be automatically cancelled for no additional consideration. Each share of Class B common stock entitles the holder to ten votes per share but carries no economic rights.
( 3 )Because of the relationship between the Reporting Persons and the entities holding these securities, the Reporting Persons may be deemed to beneficially own these securities to the extent of the greater of the Reporting Persons' direct or indirect pecuniary interest in the profits, capital accounts or distributions of the holder. The Reporting Persons disclaim beneficial ownership of these securities, except to the extent of the Reporting Persons' pecuniary interest therein, if any.
( 4 )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 the Reporting Persons' pecuniary interest.

Remarks:
The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.