UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 13F
FORM 13F COVER PAGE
Report for the Calendar Year or Quarter Ended: March 31, 2013
Check here if Amendment [ ]; Amendment Number: ______
This Amendment (Check only one.): [ ] is a restatement.
[ ] adds new holdings entries.
Institutional Investment Manager Filing this Report:
Name: TPG Group Holdings (SBS) Advisors, Inc.
Address: c/o TPG Global, LLC
301 Commerce Street, Suite 3300
Fort Worth, TX 76102
Form 13F File Number:
The institutional investment manager filing this report and the person by whom
it is signed hereby represent that the person signing the report is authorized
to submit it, that all information contained herein is true, correct and
complete, and that it is understood that all required items, statements,
schedules, lists, and tables, are considered integral parts of this form.
Person Signing this Report on Behalf of Reporting Manager:
Name: Ronald Cami
Title: General Counsel
Phone: (817) 871-4000
Signature, Place, and Date of Signing:
/s/ Ronald Cami Fort Worth, Texas May 14, 2013
---------------------------
*TPG Group Holdings (SBS) Advisors, Inc. (the "Reporting Manager") does not
serve as adviser to all of the owners of, or have formal investment discretion
with respect to, the securities in the indicated rows, but may be deemed to be
part of a group of affiliated persons exercising investment discretion with
respect to such securities. The filing of this report shall not be deemed an
admission, for purposes of Section 13(f), 13(d), 13(g) or 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
thereunder, or for any other purpose, that the Reporting Manager or any other
manager with respect to the securities listed herein exercises investment
discretion or is a member of, or is otherwise affiliated with, such a group with
respect to such securities. Reference is made, where relevant, to reports filed
under Sections 13(d), 13(g) and 16(a) of the Exchange Act for additional
information with respect to such beneficial ownership and/or pecuniary interest
of the Reporting Manager, any other manager with which it may share or be deemed
to share investment discretion and related entities.
The filing of this report shall not be deemed an admission, for purposes of
Section 13(f), 13(d), 13(g) or 16(a) of the Exchange Act, as amended, and the
rules thereunder, or for any other purpose, that the Reporting Manager or any
other person is the beneficial owner of any securities.
Report Type (Check only one.):
[X] 13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager
are reported in this report.)
[ ] 13F NOTICE. (Check here if no holdings reported are in this report, and
all holdings are reported by other reporting manager(s).)
[ ] 13F COMBINATION REPORT. (Check here if a portion of the holdings for this
reporting manager are reported in this report and a portion are reported by
other reporting manager(s).)
FORM 13F SUMMARY PAGE
Report Summary:
Number of Other Included Managers: 0
Form 13F Information Table Entry Total: 14
Form 13F Information Table Value Total: $7,814,744
(thousands)
List of Other Included Managers:
Provide a numbered list of the name(s) and Form 13F file number(s) of all
institutional investment managers with respect to which this report is filed,
other than the manager filing this report.
NONE
Name of Title of CUSIP Value Shares / Sh/ Put/ Investment Other
Issuer Class Number (x$1000) Prn Amt Prn Call Discretion Managers
Agria Corp. Sponsored ADR 00850H103 4,758 4,325,000 Sh Defined*
Amyris Inc. Com 03236M101 12,254 3,978,660 Sh Defined*
Armstrong World Inds. Inc. New Com 04247X102 342,488 6,127,890 Sh Defined*
Biocryst Pharmaceuticals Com 09058V103 1,383 1,162,269 Sh Defined*
Everbank Finl Corp Com 29977G102 134,551 8,737,103 Sh Defined*
Freescale Semiconductor Ltd Shs G3727Q101 2,920,478 196,136,895 Sh Other*
Genomic Health Inc. Com 37244C101 39,883 1,410,273 Sh Defined*
Graphic Packaging Hldg. Co. Com 388689101 573,611 76,583,599 Sh Defined*
LPL Finl Hldgs Inc. Com 50212V100 869,196 26,960,185 Sh Defined*
Northern Tier Energy L.P. Com Un Repr Part 665826103 1,821,583 60,922,500 Sh Defined*
Norwegian Cruise Line Hldgs Shs G66721104 655,779 22,117,334 Sh Defined*
Parkway Pptys Inc. Com 70159Q104 438,196 23,622,400 Sh Defined*
Active Network Inc. Com 00506D100 242 57,695 Sh Defined*
Xerium Technologies Inc. Com New 98416J118 342 62,900 Sh Defined*
Name of Voting Authority
Issuer Sole Shared None
Agria Corp. 4,325,000 0 0
Amyris Inc. 3,978,660 0 0
Armstrong World Inds. Inc. New 6,127,890 0 0
Biocryst Pharmaceuticals 1,162,269 0 0
Everbank Finl Corp 8,737,103 0 0
Freescale Semiconductor Ltd 0 196,136,895 0
Genomic Health Inc. 1,410,273 0 0
Graphic Packaging Hldg. Co. 76,583,599 0 0
LPL Finl Hldgs Inc. 26,960,185 0 0
Northern Tier Energy L.P. 60,922,500 0 0
Norwegian Cruise Line Hldgs 22,117,334 0 0
Parkway Pptys Inc. 23,622,400 0 0
Active Network Inc. 57,695 0 0
Xerium Technologies Inc. 62,900 0 0