Initial Statement of Beneficial Ownership (3)
January 21 2022 - 6:28PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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WINKELRIED JON |
2. Date of Event Requiring Statement (MM/DD/YYYY)
1/12/2022
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3. Issuer Name and Ticker or Trading Symbol
TPG Pace Beneficial II Corp. [YTPG]
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(Last)
(First)
(Middle)
C/O TPG INC.,, 301 COMMERCE STREET, SUITE 3300 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Street)
FORT WORTH, TX 76102
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Class A Ordinary Shares | 1000000 | I | See Explanation of Responses (1)(2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Class F Ordinary Shares | (2) | (2) | Class A Ordinary Shares | 4284444 | (2) | I | See Explanation of Responses (1)(2)(3) |
| Class G Ordinary Shares | (2) | (2) | Class A Ordinary Shares | 8888889 | (2) | I | See Explanation of Responses (1)(2)(3) |
| Explanation of Responses: |
| (1) | On January 12, 2022, in connection with TPG Inc.'s initial public offering, TPG Inc. engaged in certain transactions as part of a corporate reorganization. As a result of the reorganization, Mr. Jon Winkelried (the "Reporting Person") may be deemed to beneficially own the Class A Ordinary Shares, par value $0.0001 per share (the "Class A Shares"), Class F Ordinary Shares, par value $0.0001 per share (the "Class F Shares"), and Class G Ordinary Shares, par value $0.0001 per share (the "Class G Shares"), of TPG Pace Beneficial II Corp. (the "Issuer") held by TPG Pace Beneficial II Sponsor, Series LLC ("TPG Pace Beneficial II Sponsor"). The Reporting Person disclaims beneficial ownership of the securities of the Issuer held by TPG Pace Beneficial II Sponsor, except to the extent of his pecuniary interest therein, if any. The Reporting Person does not directly own any securities of the Issuer. |
| (2) | Pursuant to the Issuer's Memorandum and Articles of Association, as amended, (i) the Class F Shares will automatically convert into Class A Shares at the time of the Issuer's initial business combination, and (ii) the Class G Shares will convert into Class A Shares after the Issuer's initial business combination only to the extent the trading price of the Class A Shares exceeds certain thresholds or in the event of a change of control transaction, in each case subject to adjustment. |
| (3) | Pursuant 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 Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of his pecuniary interest. |
Remarks:
4. Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to an authorization and designation letter dated October 12, 2020, which was previously filed with the Securities and Exchange Commission. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
WINKELRIED JON
C/O TPG INC.,
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX 76102 | X | X |
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Signatures
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| /s/ Gerald Neugebauer on behalf of Jon Winkelried (4) | | 1/21/2022 |
| **Signature of Reporting Person | Date |
TPG Pace Beneficial II (NYSE:YTPG)
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