SEC Form 4/A · accession 0000899243-18-031628
TPG RE Finance Trust, Inc. · TRTX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Period of report
Sep 30, 2017
Accepted (ET)
Dec 21, 2018 · 7:28 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001630472
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F3,F5,F6,F7,F8,F4 | — | Sep 30, 2017 | J | 751 | A | — | — | Common Stock | 751 | 1,017,034 | I |
| Class A Common StockF2,F3,F5,F6,F7,F8,F4 | — | Dec 13, 2017 | J | 56,584 | D | — | — | Common Stock | 56,584 | 960,450 | I |
Explanation of responses
- F1On September 30, 2017, a recipient of a prior grant by TPG RE Finance Trust Management, L.P. (the "Manager"), the external manager of TPG RE Finance Trust, Inc. (the "Issuer"), of shares of Class A common stock (the "Class A Common Stock") of the Issuer (as compensation for services provided by such recipient to the Issuer) forfeited 751 shares of Class A Common Stock pursuant to the terms of the grant.
- F2On December 13, 2017, the Manager granted 56,584 shares of Class A Common Stock to certain TPG personnel, including executive officers of the Issuer, as compensation for services provided by such executive officers to the Issuer. Such shares were granted by the Manager pursuant to the terms of a compensatory plan adopted by the Manager. The Manager had acquired the shares of Class A Common Stock prior to the completion of the Issuer's initial public offering. All recipients of shares of Class A Common Stock from the Manager have entered into lock-up agreements with the underwriters of the Issuer's initial public offering.
- F3David Bonderman and James G. Coulter are the sole shareholders of each of (i) TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors") and (ii) TPG Real Estate GenPar Advisors, Inc. ("TPG Real Estate Advisors" and, together with Group Advisors and Messrs. Bonderman and Coulter, the "Reporting Persons"). Group Advisors 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 member of TPG Holdings II-A, LLC, which is the general partner of TPG Holdings II, L.P., which is the general partner of TPG Holdings II Sub, L.P., which is the sole member of TPG Real Estate Advisors, LLC, which is the general partner of the Manager, which directly holds 33,499 shares of Class A Common Stock.
- F4Pursuant to the Articles of Amendment and Restatement of the Issuer, each share of Class A Common Stock is convertible at any time or from time to time, at the option of the holder, for one share of common stock ("Common Stock") of the Issuer.
- F5TPG Group Holdings (SBS), L.P. 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, L.P. ("TPG Holdings III"), which (i) directly holds 1,811,251 shares of Common Stock and (ii) is the sole member of TPG DASA Advisors (RE) II, LLC, which is the general partner of TPG NJ DASA GenPar C, L.P., which is the general partner of TPG/NJ (RE) Partnership, L.P. ("TPG/NJ RE Partnership"), which directly holds 4,693,916 shares of Common Stock.
- F6TPG Real Estate Advisors is the general partner of TPG RE Finance Trust Equity, L.P. ("TPG RE Finance Trust Equity" and, together with the Manager, TPG Holdings III and TPG/NJ RE Partnership, the "TPG Funds"), which directly holds 926,951 shares of Class A Common Stock.
- F7Because of the relationship between the Reporting Persons, the Reporting Persons may be deemed to beneficially own 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 the TPG Funds. 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.
- F8Pursuant 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
(9) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (10) Bradford Berenson is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated March 13, 2018, which were previously filed with the Securities and Exchange Commission.