Insider Filing: COO Vazquez-Ubarri Receives 8,492 Convertible TPH Units
Rhea-AI Filing Summary
Vazquez-Ubarri Anilu, a director and Chief Operating Officer of TPG Inc., was automatically allocated 8,492 units of TPG Partner Holdings, L.P. on 08/08/2025 following forfeiture by a former partner. These "TPH Units" are exchangeable one-for-one for cash or, at the issuer's election, shares of Class A common stock under the Amended and Restated Exchange Agreement, subject to customary conversion adjustments and transfer restrictions. Upon an exchange, equal Common Units held by Group Holdings are exchanged and an equal number of Class B shares held by Group Holdings are cancelled; Class B shares carry 10 votes per share but no economic rights. The filing reports a Class A-equivalent beneficial ownership of 1,598,027 following the allocation.
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Insights
TL;DR: Automatic allocation of 8,492 TPH Units increases Class A-equivalent holdings to 1,598,027; appears to be an administrative, non-cash allocation.
The Form 4 documents an automatic allocation triggered by forfeiture rather than an open-market transaction or cash purchase. The TPH Units are convertible one-for-one into cash or Class A shares under the disclosed exchange agreement, preserving potential economic exposure without a reported cash consideration. The filing provides transaction mechanics and post-allocation holdings but does not provide information about total outstanding shares to judge materiality relative to the company capitalization.
TL;DR: The exchange mechanics tie economic and voting adjustments—exchanges of TPH Units lead to cancellation of equal Class B shares held by Group Holdings.
The disclosure explains that upon exchange of TPH Units, corresponding Common Units are exchanged and an equal number of Class B shares held by Group Holdings are cancelled for no additional consideration. Class B shares carry ten votes each but no economic rights, so the filing describes how an exchange would reallocates economic exposure while reducing Class B voting interests held by Group Holdings. The filing does not quantify the effect on overall voting control.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | TPG Partner Holdings, L.P. Units | 8,492 | $0.00 | -- |
Footnotes (1)
- On August 8, 2025, 8,492 additional units ("TPH Units") of TPG Partner Holdings, L.P. ("Partner Holdings") were allocated automatically to the Reporting Person in accordance with Partner Holdings' limited partnership agreement upon their forfeiture by a former partner of Partner Holdings. Pursuant to the Amended and Restated Exchange Agreement filed by TPG Inc. (the "Issuer") with the Securities and Exchange Commission (the "Commission") on November 2, 2023, TPH Units are ultimately exchangeable for cash or, at the Issuer's election, shares of Class A common stock of the Issuer on a one-for-one basis, subject to customary conversion rate adjustments and transfer restrictions (the "exchange consideration"). Upon an exchange of TPH Units, an equal number of Common Units of TPG Operating Group II, L.P. held by TPG Group Holdings (SBS), L.P. ("Group Holdings"), of which Partner Holdings is an indirect limited partner, are exchanged on a one-for-one basis for the exchange consideration, and an equal number of shares of Class B common stock of the Issuer also held by Group Holdings will be automatically cancelled for no additional consideration. Each share of Class B common stock entitles the holder to ten votes per share but carries no economic rights.
