SEC Form 4 · accession 0000903423-15-000607
Pace Holdings Corp. · PACE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
David Bonderman
Director · 10% Owner
James G Coulter
Director · 10% Owner
Karl Mr. Peterson
Officer — President and CEO · Director · 10% Owner
TPACE Sponsor Corp.
10% Owner
Period of report
Oct 25, 2015
Accepted (ET)
Oct 27, 2015 · 4:12 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001644509
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 F Ordinary SharesF1,F2,F3,F4 | — | Oct 25, 2015 | J | 250,000 | D | — | — | Class A Ordinary Shares | 250,000 | 11,090,000 | I |
Explanation of responses
- F1On October 25, 2015, TPACE Sponsor Corp. ("TPACE") forfeited at no cost 250,000 Class F ordinary shares, par value $0.0001 per share (the "Class F Shares"), of Pace Holdings Corp. (the "Issuer") in connection with the election by the underwriters of the Issuer's initial public offering to decline in part to exercise an option granted to them to cover over-allotments. Pursuant to the Amended and Restated Memorandum and Articles of Association of the Issuer, Class F Shares automatically convert into Class A ordinary shares of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment.
- F2The sole director of TPACE is Karl Peterson, and the sole shareholders of TPACE are Mr. Peterson and TPG Holdings III, L.P. ("TPG Holdings III"). David Bonderman and James G. Coulter are officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with TPACE, Messrs. Bonderman, Coulter and Peterson, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., which 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.
- F3Because 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 TPACE. 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.
- F4Pursuant to Rule 16a-1(a)(4) under 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
(5) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (6) Clive Bode is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated June 19, 2015, which were previously filed with the Securities and Exchange Commission. (7) Clive Bode is signing on behalf of Mr. Peterson pursuant to the authorization and designation letter dated September 4, 2015, which is attached here as an exhibit.