Sec Form 3 Filing - TPG GP A, LLC @ AG Twin Brook Capital Income Fund - 2023-11-01

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 AG Twin Brook Capital Income Fund [ N/A] 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 INC., 301 COMMERCE STREET,, SUITE 3600 3. Date of Earliest Transaction (MM/DD/YY) 11/01/2023 (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 shares of beneficial interest, Class I 11,620,694.028 I See Explanation of Responses ( 1 ) ( 2 ) ( 3 ) Common shares of beneficial interest, Class I 160,610.258 I See Explanation of Responses ( 2 ) ( 3 ) ( 4 )

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 TPG GP A, LLC C/O TPG INC., 301 COMMERCE STREET, SUITE 3600 FORT WORTH, TX76102 X BONDERMAN DAVID C/O TPG INC., 301 COMMERCE STREET, SUITE 3600 FORT WORTH, TX76102 X COULTER JAMES G C/O TPG INC., 301 COMMERCE STREET, SUITE 3600 FORT WORTH, TX76102 X WINKELRIED JON C/O TPG INC., 301 COMMERCE STREET, SUITE 3600 FORT WORTH, TX76102 X Signatures /s/ Bradford Berenson, General Counsel, TPG GP A, LLC (5) 11/02/2023 Signature of Reporting Person Date /s/ Gerald Neugebauer on behalf of David Bonderman (5)(6) 11/02/2023 Signature of Reporting Person Date /s/ Gerald Neugebauer on behalf of James G. Coulter (5)(6) 11/02/2023 Signature of Reporting Person Date /s/ Gerald Neugebauer on behalf of Jon Winkelried (5)(7) 11/02/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities are held directly by AGTB BDC Holdings, L.P. ("BDC Holdings"), whose sole general partner is AGTB BDC Holdings GP LLC ("BDC Holdings GP"). Angelo, Gordon & Co., L.P. ("Angelo Gordon") is the investment advisor to BDC Holdings and sole member of BDC Holdings GP. ( 2 )On May 14, 2023, TPG Inc. and certain of its affiliated entities entered into a transaction agreement (the "Transaction Agreement") with Angelo Gordon and AG Funds, L.P. and certain of their affiliated entities pursuant to which TPG Inc. agreed to acquire Angelo Gordon and AG Funds, L.P. on the terms and subject to the conditions set forth in the Transaction Agreement (the "Transaction"). As a result of the Transaction's consummation on November 1, 2023, each of David Bonderman, James G. Coulter, Jon Winkelried and TPG GP A, LLC (collectively, the "Reporting Persons") may be deemed to be the indirect beneficial owner of the securities reported herein. The Reporting Persons disclaim beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, if any. ( 3 )Pursuant to Rule 16a-1(a)(4) under the Securities and 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. ( 4 )These securities are held directly by Angelo Gordon.

Remarks: (5) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act.(6) 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.(7) Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to the authorization and designation letter dated October 12, 2020, 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).

** 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.