TPG Form 3 Pace / DAVID BONDERMAN ownership change

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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

TPACE Sponsor Corp.

(Last) (First) (Middle)

C/O TPG GLOBAL, LLC,

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/10/2015

3. Issuer Name and Ticker or Trading Symbol
Pace Holdings Corp. [ PACE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)
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(1)	(1)	(1)	Class A Ordinary Shares	9,840,000	(1)	I	See Explanation of Responses(1)(2)(3)(4)

1. Name and Address of Reporting Person^*

TPACE Sponsor Corp.

(Last) (First) (Middle)

C/O TPG GLOBAL, LLC,

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TPG Group Holdings (SBS) Advisors, Inc.

(Last) (First) (Middle)

C/O TPG GLOBAL, LLC

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BONDERMAN DAVID

(Last) (First) (Middle)

C/O TPG GLOBAL, LLC,

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

COULTER JAMES G

(Last) (First) (Middle)

C/O TPG GLOBAL, LLC

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Peterson Karl Mr.

(Last) (First) (Middle)

C/O TPG GLOBAL, LLC

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

Explanation of Responses:

1. TPACE Sponsor Corp. ("TPACE") holds an aggregate of 9,840,000 Class F ordinary shares, par value $0.0001 per share (the "Class F Shares"), of Pace Holdings Corp. (the "Issuer"), including 1,500,000 shares that are subject to forfeiture if the underwriters of the Issuer's initial public offering do not exercise in full an option granted to them to cover over-allotments. Pursuant to the Amended and Restated Memorandum and Articles of Association of the Issuer, the Class F Shares will automatically convert into Class A ordinary shares of the Issuer at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment.

2. The sole director of TPACE is Karl Peterson, and the sole shareholders of TPACE are Mr. Peterson and TPG Holdings III, L.P. ("TPG Holdings III"). David Bonderman and James G. Coulter are officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with TPACE, Messrs. Bonderman, Coulter and Peterson, the "Reporting Persons"), 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.

3. Because of the relationship between 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 TPACE. 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 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) 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. (7) Clive Bode is signing on behalf of Mr. Peterson pursuant to the authorization and designation letter dated September 4, 2015, which is attached here as an exhibit.

	/s/ Clive Bode, Vice President, TPACE Sponsor Corp. (5)	09/10/2015
	/s/ Clive Bode, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (5)	09/10/2015
	/s/ Clive Bode on behalf of David Bonderman (5)(6)	09/10/2015
	/s/ Clive Bode on behalf of James G. Coulter (8)(9)	09/10/2015
	/s/ Clive Bode on behalf of Karl Peterson (5)(7)	09/10/2015
	** 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.