SEC Form 4 · accession 0000903423-17-000423
Magnolia Oil & Gas Corp · MGY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
David Bonderman
Director · 10% Owner
James G Coulter
10% Owner
TPG Group Holdings (SBS) Advisors, Inc.
Director · 10% Owner
Period of report
Jun 16, 2017
Accepted (ET)
Jun 20, 2017 · 4:34 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001698990
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 Common StockF1,F2,F3,F4 | — | Jun 16, 2017 | J | 1,000,000 | D | — | — | Class A Common Stock | 1,000,000 | 16,090,000 | I |
Explanation of responses
- F1On June 16, 2017, TPG Pace Energy Sponsor, LLC ("Pace Energy Sponsor") forfeited at no cost 1,000,000 shares of Class F common stock, par value $0.0001 per share (the "Class F Shares"), of TPG Pace Energy 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 Certificate of Incorporation of the Issuer, the Class F Shares are convertible into shares of Class A Common Stock of the Issuer on a one-for-one basis, subject to adjustment, at any time at the option of the holder thereof and automatically on the closing of the Issuer's initial business combination.
- F2David Bonderman and James G. Coulter are the sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which 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 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., which is the sole member of TPG Pace Governance, LLC, which is the managing member of Pace Energy Sponsor.
- 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 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.
- F4Pursuant 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
(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.