TPG Inc. (TPG) director receives 41,661 partnership units in trust transfer
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
TPG Inc. director Kelvin L. Davis reported an internal transfer of 41,661 TPG Partner Holdings, L.P. units. A trust for which he was the grantor transferred these units to him, and the transaction is classified as an "other acquisition or disposition" rather than an open-market trade.
These TPG Partner Holdings units are ultimately exchangeable for cash or, at TPG Inc.’s election, an equal number of Class A common shares on a one-for-one basis, subject to customary adjustments and restrictions. Through personal investment vehicles, Davis is associated with 11,602,827 underlying Class A common shares, while disclaiming beneficial ownership beyond his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Davis Kelvin L.
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | TPG Partner Holdings, L.P. Units | 41,661 | $42.48 | $1.77M |
| holding | TPG Partner Holdings, L.P. Units | -- | -- | -- |
Holdings After Transaction:
TPG Partner Holdings, L.P. Units — 41,661 shares (Direct, null);
TPG Partner Holdings, L.P. Units — 11,602,827 shares (Indirect, By Personal Investment Vehicles)
Footnotes (1)
- On June 16, 2026, a trust for which the Reporting Person was the Grantor transferred to the Reporting Person 41,661 units ("TPH Units") of TPG Partner Holdings, L.P. ("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. Because of the relationship between the Reporting Person and the entities holding these securities, the Reporting Person may be deemed to beneficially own these securities to the extent of the greater of the Reporting Person's direct or indirect pecuniary interest in the profits, capital accounts or distributions of the holder. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of the Reporting Person's pecuniary interest therein, if any. 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 Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of the Reporting Person's pecuniary interest.
Key Figures
Units transferred: 41,661 units
Implied unit value: $42.48 per unit
Indirect underlying shares: 11,602,827 shares
+1 more
4 metrics
Units transferred
41,661 units
Trust transferred TPG Partner Holdings, L.P. units on June 16, 2026
Implied unit value
$42.48 per unit
Transaction price per TPG Partner Holdings, L.P. unit
Indirect underlying shares
11,602,827 shares
Underlying Class A common stock tied to TPG Partner Holdings units, indirect
Direct units after J transaction
41,661 units
Total TPG Partner Holdings, L.P. units directly held after restructuring
Key Terms
TPG Partner Holdings, L.P. Units, Amended and Restated Exchange Agreement, Class B common stock, pecuniary interest, +1 more
5 terms
TPG Partner Holdings, L.P. Units financial
"41,661 units ("TPH Units") of TPG Partner Holdings, L.P. ("Partner Holdings")."
Amended and Restated Exchange Agreement regulatory
"Pursuant to the Amended and Restated Exchange Agreement filed by TPG Inc."
Class B common stock financial
"an equal number of shares of Class B common stock of the Issuer also held by Group Holdings will be automatically cancelled"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
pecuniary interest financial
"except to the extent of the Reporting Person's pecuniary interest therein, if any."
Rule 16a-1(a)(4) regulatory
"Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934"
FAQ
What insider transaction did TPG (TPG) director Kelvin L. Davis report?
Kelvin L. Davis reported receiving 41,661 TPG Partner Holdings, L.P. units via a trust transfer. The filing classifies this as an "other acquisition or disposition," indicating an internal restructuring rather than an open-market purchase or sale.
How many TPG Partner Holdings units were transferred to Kelvin L. Davis?
A trust transferred 41,661 TPG Partner Holdings, L.P. units to Kelvin L. Davis on June 16, 2026. These units are tied to an equal number of underlying Class A common shares of TPG Inc., subject to exchange terms and restrictions.
Does Kelvin L. Davis claim full beneficial ownership of the reported TPG securities?
No. The filing states Davis may be deemed to beneficially own the securities only to the extent of his pecuniary interest. He expressly disclaims beneficial ownership beyond his economic stake, consistent with Exchange Act Rule 16a-1(a)(4) language in the footnotes.
How is the 41,661-unit transaction in TPG (TPG) classified in the Form 4?
The 41,661 TPG Partner Holdings units transaction carries code "J" and is described as an "other acquisition or disposition." The transactionSummary identifies it as a restructuring event, not a standard buy or sell in the open market.