SEC Form 4 · accession 0000903423-17-000724

TPG RE Finance Trust, Inc. · TRTX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On December 13, 2017, TPG RE Finance Trust Management, L.P. (the "Manager"), the external manager of TPG RE Finance Trust, Inc. (the "Issuer"), granted 56,584 shares of Class A common stock (the "Class A Common Stock") of the Issuer 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.
• F2David 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 32,748 shares of Class A Common Stock.
• F3Pursuant 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.
• F4TPG 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.
• F5TPG 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.
• F6Because 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.
• F7Pursuant 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

(8) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (9) Clive Bode is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated June 19, 2015, which were previously filed with the Securities and Exchange Commission.