SEC Form 4 · accession 0000903423-17-000194
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
TPG Group Holdings (SBS) Advisors, Inc.
Director · 10% Owner
TPG Pace Holdings, LLC
Director · 10% Owner
Period of report
Mar 10, 2017
Accepted (ET)
Mar 14, 2017 · 6:53 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001644509
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Ordinary SharesF1,F2,F6,F7,F8 | Mar 10, 2017 | A | 800,000 | $10.00 | A | 895,000 | I | See Explanation of Responses |
| Class A Ordinary SharesF2,F1,F6,F7,F8 | Mar 10, 2017 | D | 800,000 | — | D | 0 | I | See Explanation of Responses |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants (right to buy)F3,F6,F7,F8 | — | Mar 10, 2017 | A | 2,000,000 | A | — | — | Class A ordinary shares | 2,000,000 | 2,000,000 | I |
| Warrants (right to buy)F3,F6,F7,F8 | — | Mar 10, 2017 | D | 2,000,000 | D | — | — | Class A ordinary shares | 2,000,000 | 0 | I |
| Class F Ordinary SharesF4,F6,F7,F8 | — | Mar 10, 2017 | D | 3,750,000 | D | — | — | Class A Ordinary Shares | 3,750,000 | 7,340,000 | I |
| Class F Ordinary SharesF4,F6,F7,F8 | — | Mar 10, 2017 | D | 7,340,000 | D | — | — | Class A Ordinary Shares | 7,340,000 | 0 | I |
| Warrants (right to buy)F5,F6,F7,F8 | — | Mar 10, 2017 | D | 7,333,333 | D | — | — | Class A ordinary shares | 2,444,444 | 14,666,667 | I |
| Warrants (right to buy)F5,F6,F7,F8 | — | Mar 10, 2017 | D | 14,666,667 | D | — | — | Class A ordinary shares | 4,888,889 | 0 | I |
Explanation of responses
- F1In connection with the merger of Pace Holdings Corp. (the "Issuer") with and into New PACE Holdings Corp. ("New Pace") and a series of related transactions (collectively, the "Business Combination"), the Issuer issued to, Karl Peterson, David Bonderman and James G. Coulter, who held directly or indirectly (collectively, the "Class A Holders"), 300,000, 300,000 and 200,000, respectively, Class A ordinary shares, par value $0.0001 (the "Class A Shares"), at a purchase price of $10.00 per Class A Share.
- F2The Class A Holders disposed of their Class A Shares in the Business Combination, ultimately receiving ordinary shares, par value (euro) 0.10 per share (the "Holdco Shares"), of Porto Holdco B.V. ("Holdco").
- F3In connection with the Business Combination, the Issuer issued to TPG Pace Sponsor, LLC (formerly TPACE Sponsor Corp.) ("TPG Pace Sponsor") 2,000,000 warrants (the "Earnout Warrants"). The Earnout Warrants were exercisable for a period of five years in the event that the closing price of the Class A Shares on the NASDAQ Capital Market (or a successor) was greater than $13.00 for a period of more than 20 days out of 30 consecutive trading days, subject to adjustment, at an initial exercise price of (euro) 0.10 per share. TPG Pace Sponsor disposed of the Earnout Warrants in the Business Combination, ultimately receiving warrants to acquire Holdco Shares.
- F4TPG Pace Sponsor (i) forfeited at no cost in connection with the Business Combination 3,750,000 Class F ordinary shares, par value $0.0001 per share (the "Class F Shares"), of the Issuer and (ii) disposed of 7,340,000 Class F Shares in the Business Combination, ultimately receiving 7,340,000 Holdco Shares. Pursuant to the Amended and Restated Memorandum and Articles of Association of the Issuer, the Class F Shares were to automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment.
- F5TPG Pace Sponsor (i) forfeited at no cost in connection with the Business Combination 7,333,333 warrants acquired in a private placement (the "Private Placement Warrants") and (ii) disposed of 14,666,667 Private Placement Warrants in the Business Combination, ultimately receiving 14,666,667 private placement warrants of Holdco. Each Private Placement Warrant was exercisable for one-third of one Class A Share at an initial exercise price of one third of $11.50 per one-third Class A Share, subject to adjustment.
- F6The sole members of TPG Pace Sponsor are Karl Peterson and TPG Holdings III, L.P., whose general partner is TPG Holdings III-A, L.P., whose general partner is TPG Holdings III-A, Inc., whose sole shareholder is TPG Group Holdings (SBS), L.P., whose general partner is TPG Group Holdings (SBS) Advisors, LLC, whose sole member is TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with TPG Pace Sponsor, Messrs. Bonderman, Coulter and Peterson, the "Reporting Persons"), whose sole shareholders are Messrs. Bonderman and Coulter.
- 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 their respective direct or indirect pecuniary interests therein. 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) 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. (11) David Reintjes is signing on behalf of Mr. Peterson pursuant to the authorization and designation letter dated September 4, 2015, which was previously filed with the Securities and Exchange Commission.