SEC Form 3
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 04/13/2021 | 3. Issuer Name and Ticker or Trading Symbol TPG Pace Beneficial II Corp. [ YTPG ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: 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 | 3,728,889 | (2) | I | See Explanation of Responses(1)(3)(4) |
| Class G Ordinary Shares | (2) | (2) | Class A Ordinary Shares | 7,777,778 | (2) | I | See Explanation of Responses(1)(3)(4) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. TPG Pace Beneficial II Sponsor, Series LLC ("TPG Pace Beneficial II Sponsor") holds an aggregate of (i) 3,728,889 Class F Ordinary Shares, par value $0.0001 per share (the "Class F Shares"), of TPG Pace Beneficial II Corp. (the "Issuer") and (ii) 7,777,778 Class G Ordinary Shares, par value $0.0001 per share (the "Class G Shares"), of the Issuer. The managing member of TPG Pace Beneficial II Sponsor is TPG Pace Governance, LLC, which is controlled by David Bonderman, James G. Coulter and Karl Peterson. |
| 2. Pursuant to the Issuer's Memorandum and Articles of Association, as amended, (i) the Class F Shares will automatically convert into Class A Ordinary Shares, par value $0.0001 per share (the "Class A Shares"), of the Issuer 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. Because of the relationship among 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 TPG Pace Beneficial II Sponsor. 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. |
| 4. 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 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 3 pursuant to Rule 16a-3(j) under the Exchange Act. 6. Gerald Neugebauer is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated February 26, 2020, which were previously filed with the Securities and Exchange Commission (the "Commission"). 7. Michael LaGatta is signing on behalf of Mr. Peterson pursuant to an authorization and designation letter dated March 30, 2020, which was previously filed with the Commission. |
| /s/ Michael LaGatta, Vice President, TPG Pace Beneficial II Sponsor, Series LLC (5) | 04/13/2021 | |
| /s/ Gerald Neugebauer on behalf of David Bonderman (5)(6) | 04/13/2021 | |
| /s/ Gerald Neugebauer on behalf of James G. Coulter (5)(6) | 04/13/2021 | |
| /s/ Michael LaGatta on behalf of Karl Peterson (5)(7) | 04/13/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||