Amended Statement of Beneficial Ownership (sc 13d/a)
March 03 2021 - 4:50PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Eros STX Global Corporation
(Name of Issuer)
A ordinary shares, par value GBP 0.30
per share
(Title of Class of Securities)
G3788M114
(CUSIP Number)
Michael LaGatta
TPG Global, LLC
301 Commerce Street, Suite 3300
Fort Worth, TX 76102
(817) 871-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 1, 2021
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule
because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
____________
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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CUSIP No. G3788M114
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SCHEDULE 13D
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Page 2 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
TPG Group Holdings (SBS) Advisors, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
OO (See Item 3)
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES
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7
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SOLE VOTING POWER
- 0 -
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BENEFICIALLY OWNED BY
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8
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SHARED VOTING POWER
47,421,282 (See Items 3, 4 and
5)
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EACH REPORTING PERSON
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9
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SOLE DISPOSITIVE POWER
- 0 -
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WITH
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10
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SHARED DISPOSITIVE POWER
47,421,282 (See Items 3, 4 and 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,421,282 (See Items 3, 4 and 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3% (See Item 5)*
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14
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TYPE OF REPORTING PERSON
CO
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*
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The calculation is based on 357,230,123 A Ordinary Shares (as defined below) outstanding as of December 28, 2020, as reported
in the Prospectus filed by the Issuer (as defined below) with the Securities and Exchange Commission (the “Commission”)
on December 28, 2020.
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CUSIP No. G3788M114
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SCHEDULE 13D
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Page 3 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
David Bonderman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
OO (See Item 3)
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF SHARES
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7
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SOLE VOTING POWER
-0-
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BENEFICIALLY OWNED BY
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8
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SHARED VOTING POWER
47,421,282 (See Items 3, 4 and 5)
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EACH REPORTING PERSON
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9
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SOLE DISPOSITIVE POWER
-0-
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WITH
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10
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SHARED DISPOSITIVE POWER
47,421,282 (See Items 3, 4 and 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,421,282 (See Items 3, 4 and 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3% (See Item 5)*
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14
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TYPE OF REPORTING PERSON
IN
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*
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The calculation is based on 357,230,123 A Ordinary Shares outstanding as of December 28, 2020, as reported in the Prospectus
filed by the Issuer with the Commission on December 28, 2020.
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CUSIP No. G3788M114
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SCHEDULE 13D
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Page 4 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
James G. Coulter
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
OO (See Item 3)
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF SHARES
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7
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SOLE VOTING POWER
-0-
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BENEFICIALLY OWNED BY
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8
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SHARED VOTING POWER
47,421,282 (See Items 3, 4 and 5)
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EACH REPORTING PERSON
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9
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SOLE DISPOSITIVE POWER
-0-
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WITH
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10
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SHARED DISPOSITIVE POWER
47,421,282 (See Items 3, 4 and 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,421,282 (See Items 3, 4 and 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3% (See Item 5)*
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14
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TYPE OF REPORTING PERSON
IN
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*
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The calculation is based on 357,230,123 A Ordinary Shares outstanding as of December 28, 2020, as reported in the Prospectus
filed by the Issuer with the Commission on December 28, 2020.
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Page 4 of 7 Pages
This Amendment No. 5 (the “Amendment”)
amends and supplements the Schedule 13D filed by the Reporting Persons on December 29, 2020, as amended and supplemented by
Amendment No. 1 filed on January 27, 2021, Amendment No. 2 filed on February 9, 2021, Amendment No. 3
filed on February 17, 2021 and Amendment No. 4 filed on February 24, 2021 (as so amended, the “Original
Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”), with respect
to the Common Stock of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings
ascribed to them in the Original Schedule 13D.
Item 2. Identity and Background.
This Amendment amends and restates the
second paragraph of Item 2 of the Original Schedule 13D in its entirety as set forth below:
“Group Advisors is the sole member
of TPG Group Holdings (SBS) Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Group Holdings
(SBS), L.P., a Delaware limited partnership, which is the sole member of TPG Holdings I-A, LLC, a Delaware limited liability company,
which is the general partner of TPG Holdings I, L.P., a Delaware limited partnership, which is the sole member of each of (i) TPG
Growth GenPar IV Advisors, LLC, a Delaware limited liability company, and (ii) TPG Star Genpar Advisors, LLC, a Delaware limited
liability company. TPG Growth GenPar IV Advisors, LLC is the general partner of TPG Growth GenPar IV, L.P., a Delaware limited
partnership, which is the general partner of TPG Growth IV Oscars, L.P., a Delaware limited partnership (“TPG Growth IV
Oscars”), which directly holds 35,947,677 A Ordinary Shares. TPG Star Genpar Advisors, LLC is the general partner of
TPG STAR GenPar, L.P., a Delaware limited partnership, which is the general partner of TPG STAR, L.P., a Delaware limited partnership
(“TPG STAR” and, together with TPG Growth IV Oscars, the “TPG Funds”), which directly holds
11,473,605 A Ordinary Shares.”
Item 4. Purpose of Transaction.
This Amendment amends and supplements
Item 4 of the Original Schedule 13D by inserting the following after the fourth paragraph under the title “Registration
Rights and Investors’ Rights Agreement”:
“On February 24, 2021, the
TPG Funds sold an aggregate of 1,400,000 A Ordinary Shares in open market sales at a weighted average price per share of $2.0329
in multiple transactions at prices ranging from $2.02 to $2.065, inclusive. On February 25, 2021, the TPG Funds sold an aggregate
of 450,000 A Ordinary Shares in open market sales at a weighted average price per share of $2.0347 in multiple transactions at
prices ranging from $2.00 to $2.08, inclusive. On March 1, 2021, the TPG Funds sold an aggregate of 3,650,000 A Ordinary Shares
in open market sales at a weighted average price per share of $1.9938 in multiple transactions at prices ranging from $1.93 to
$2.10, inclusive. On March 2, 2021, the TPG Funds sold an aggregate of 575,000 A Ordinary Shares in open market sales at a
weighted average price per share of $1.9702 in multiple transactions at prices ranging from $1.97 to $2.00, inclusive. The Reporting
Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full
information regarding the number of shares sold at each separate price within the range of each of the sales above that involved
multiple transactions.”
Item 5. Interest in Securities of the Issuer.
This Amendment amends and restates the
second paragraph of Item 5 of the Original Schedule 13D in its entirety as set forth below:
“(a)-(b) The following sentence
is based on 357,230,123 A Ordinary Shares outstanding as of December 28, 2020, as reported in the Prospectus filed by the
Issuer with the Commission on December 28, 2020. Pursuant to Rule 13d-3 under the Act, the Reporting Persons may be deemed
to beneficially own 47,421,282 A Ordinary Shares, which constitutes approximately 13.3% of the outstanding A Ordinary Shares.”
Page 5 of 7 Pages
SIGNATURE
After reasonable inquiry and to
the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: March 3, 2021
TPG Group Holdings (SBS) Advisors,
Inc.
By: /s/ Michael LaGatta
Name: Michael LaGatta
Title: Vice President
David Bonderman
By: /s/ Gerald Neugebauer
Name: Gerald Neugebauer on behalf of David Bonderman (1)
James G. Coulter
By: /s/ Gerald Neugebauer
Name: Gerald Neugebauer on behalf of James G. Coulter (2)
(1) Gerald Neugebauer is signing on behalf of Mr. Bonderman
pursuant to an authorization and designation letter dated February 26, 2020, which was previously filed with the Commission as
an exhibit to a Form 4 filed by Mr. Bonderman on March 6, 2020 (SEC File No. 001-38156).
(2) Gerald Neugebauer is signing on behalf of Mr. Coulter
pursuant to an authorization and designation letter dated February 26, 2020, which was previously filed with the Commission as
an exhibit to a Form 4 filed by Mr. Coulter on March 6, 2020 (SEC File No. 001-38156).
INDEX TO EXHIBITS
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1.
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Agreement of Joint Filing by TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors V, Inc., TPG Advisors VI, Inc., T3 Advisors, Inc., T3 Advisors II, Inc., TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter, dated as of February 14, 2011 (incorporated by reference to Exhibit 1 to Schedule 13G filed with the Commission on February 14, 2011 by TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter).
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