TPG Form 4 Pace / Karl Mr. Peterson ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TPG Pace Holdings, LLC

(Last) (First) (Middle)

C/O TPG GLOBAL, LLC,

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2017

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Ordinary Shares	03/10/2017		A		800,000	A	$10	895,000	I	See Explanation of Responses(1)(2)(6)(7)(8)
Class A Ordinary Shares	03/10/2017		D		800,000	D	(2)	0	I	See Explanation of Responses(1)(2)(6)(7)(8)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants (right to buy)	(3)	03/10/2017		A		2,000,000		(3)	(3)	Class A ordinary shares	2,000,000	(3)	2,000,000	I	See Explanation of Responses(3)(6)(7)(8)
Warrants (right to buy)	(3)	03/10/2017		D			2,000,000	(3)	(3)	Class A ordinary shares	2,000,000	(3)	0	I	See Explanation of Responses(3)(6)(7)(8)
Class F Ordinary Shares	(4)	03/10/2017		D			3,750,000	(4)	(4)	Class A Ordinary Shares	3,750,000	(4)	7,340,000	I	See Explanation of Responses(4)(6)(7)(8)
Class F Ordinary Shares	(4)	03/10/2017		D			7,340,000	(4)	(4)	Class A Ordinary Shares	7,340,000	(4)	0	I	See Explanation of Responses(4)(6)(7)(8)
Warrants (right to buy)	(5)	03/10/2017		D			7,333,333	(5)	(5)	Class A ordinary shares	2,444,444.33	(5)	14,666,667	I	See Explanation of Responses(5)(6)(7)(8)
Warrants (right to buy)	(5)	03/10/2017		D			14,666,667	(5)	(5)	Class A ordinary shares	4,888,889	(5)	0	I	See Explanation of Responses(5)(6)(7)(8)

1. Name and Address of Reporting Person^*

TPG Pace Holdings, LLC

(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. In connection with the merger of Pace Holdings Corp. (the "Issuer") with and into New PACE Holdings Corp. ("New Pace") and a series of related transactions (collectively, the "Business Combination"), the Issuer issued to, Karl Peterson, David Bonderman and James G. Coulter, who held directly or indirectly (collectively, the "Class A Holders"), 300,000, 300,000 and 200,000, respectively, Class A ordinary shares, par value $0.0001 (the "Class A Shares"), at a purchase price of $10.00 per Class A Share.

2. The Class A Holders disposed of their Class A Shares in the Business Combination, ultimately receiving ordinary shares, par value (euro) 0.10 per share (the "Holdco Shares"), of Porto Holdco B.V. ("Holdco").

3. In connection with the Business Combination, the Issuer issued to TPG Pace Sponsor, LLC (formerly TPACE Sponsor Corp.) ("TPG Pace Sponsor") 2,000,000 warrants (the "Earnout Warrants"). The Earnout Warrants were exercisable for a period of five years in the event that the closing price of the Class A Shares on the NASDAQ Capital Market (or a successor) was greater than $13.00 for a period of more than 20 days out of 30 consecutive trading days, subject to adjustment, at an initial exercise price of (euro) 0.10 per share. TPG Pace Sponsor disposed of the Earnout Warrants in the Business Combination, ultimately receiving warrants to acquire Holdco Shares.

4. TPG Pace Sponsor (i) forfeited at no cost in connection with the Business Combination 3,750,000 Class F ordinary shares, par value $0.0001 per share (the "Class F Shares"), of the Issuer and (ii) disposed of 7,340,000 Class F Shares in the Business Combination, ultimately receiving 7,340,000 Holdco Shares. Pursuant to the Amended and Restated Memorandum and Articles of Association of the Issuer, the Class F Shares were to automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment.

5. TPG Pace Sponsor (i) forfeited at no cost in connection with the Business Combination 7,333,333 warrants acquired in a private placement (the "Private Placement Warrants") and (ii) disposed of 14,666,667 Private Placement Warrants in the Business Combination, ultimately receiving 14,666,667 private placement warrants of Holdco. Each Private Placement Warrant was exercisable for one-third of one Class A Share at an initial exercise price of one third of $11.50 per one-third Class A Share, subject to adjustment.

6. The sole members of TPG Pace Sponsor are Karl Peterson and TPG Holdings III, L.P., whose general partner is TPG Holdings III-A, L.P., whose general partner is TPG Holdings III-A, Inc., whose sole shareholder is TPG Group Holdings (SBS), L.P., whose general partner is TPG Group Holdings (SBS) Advisors, LLC, whose sole member is TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with TPG Pace Sponsor, Messrs. Bonderman, Coulter and Peterson, the "Reporting Persons"), whose sole shareholders are Messrs. Bonderman and Coulter.

7. 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 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.

8. 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:

(9) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (10) 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. (11) David Reintjes is signing on behalf of Mr. Peterson pursuant to the authorization and designation letter dated September 4, 2015, which was previously filed with the Securities and Exchange Commission.

	/s/ Michael LaGatta, Vice President, TPG Pace Sponsor, LLC (9)	03/14/2017
	/s/ Michael LaGatta, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (9)	03/14/2017
	/s/ Clive Bode on behalf of David Bonderman (9)(10)	03/14/2017
	/s/ Clive Bode on behalf of James G. Coulter (9)(10)	03/14/2017
	/s/ David Reintjes on behalf of Karl Peterson (9)(11)	03/14/2017
	** Signature of Reporting Person	Date
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