Amended Statement of Ownership (sc 13g/a)
February 13 2017 - 3:58PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act
of 1934
(Amendment No. 2)*
Agria Corporation
(Name of Issuer)
Ordinary
Shares, par value $0.0000001 per share
(Title of Class of Securities)
00850H103**
(CUSIP Number)
December
31, 2016
(Date of Event Which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
o
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Rule 13d-1(b)
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o
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out
for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“
Act
”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
** This CUSIP number pertains to the Issuer’s American
Depositary Shares, each representing two ordinary shares.
CUSIP No. 00850H103
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13G
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Page 2 of 9
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1
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NAME OF REPORTING PERSON
TPG Group Holdings (SBS) Advisors, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
1,277,609
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6
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SHARED VOTING POWER
- 0 -
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7
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SOLE DISPOSITIVE POWER
1,277,609
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8
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SHARED DISPOSITIVE POWER
- 0 -
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9
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
1,277,609
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.2% (1)
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12
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TYPE OF REPORTING PERSON
CO
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(1) Based on a total of 110,766,600 Ordinary Shares (as defined
below) outstanding as of June 30, 2016, as reported in the Issuer’s (as defined below) Annual Report on Form 20-F filed with
the Securities and Exchange Commission (the “
Commission
”) on September 20, 2016.
CUSIP No. 00850H103
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13G
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Page 3 of 9
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1
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NAME OF REPORTING PERSON
David Bonderman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
- 0 -
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6
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SHARED VOTING POWER
1,277,609
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
1,277,609
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9
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
1,277,609
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.2% (2)
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12
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TYPE OF REPORTING PERSON
IN
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(2) Based on a total of 110,766,600 Ordinary Shares outstanding
as of June 30, 2016, as reported in the Issuer’s Annual Report on Form 20-F filed with the Commission on September 20, 2016.
CUSIP No. 00850H103
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13G
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Page 4 of 9
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1
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NAME OF REPORTING PERSON
James G. Coulter
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
- 0 -
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6
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SHARED VOTING POWER
1,277,609
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7
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SOLE DISPOSITIVE POWER
- 0 -
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8
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SHARED DISPOSITIVE POWER
1,277,609
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9
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
1,277,609
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.2% (3)
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12
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TYPE OF REPORTING PERSON
IN
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(3) Based on a total of 110,766,600 Ordinary Shares outstanding
as of June 30, 2016, as reported in the Issuer’s Annual Report on Form 20-F filed with the Commission on September 20, 2016.
Item 1
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(a).
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Name of Issuer:
Agria Corporation (the “
Issuer
”)
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Item 1
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(b).
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Address of Issuer’s Principal Executive Offices:
9/F Phase 1 Austin Tower
22-26A, Austin Avenue, Tsim Sha Tsui
Kowloon, Hong Kong
People’s Republic of China
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Item 2
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(a).
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Name of Person Filing:
This Amendment No. 2 to Schedule 13G is being filed jointly
on behalf of TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation (“
Group Advisors
”), David Bonderman
and James G. Coulter (each, a “
Reporting Person
” and, together, the “
Reporting Persons
”),
pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, as amended.
Group Advisors is sole member of TPG Group Holdings (SBS)
Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Group Holdings (SBS), L.P., a Delaware
limited partnership, which is the sole member of TPG Holdings I-A, LLC, a Delaware limited liability company, which is the general
partner of TPG Holdings I, L.P., a Delaware limited partnership, which is the sole member of TPG Star GenPar Advisors, LLC, a Delaware
limited liability company, which is the general partner of TPG Star GenPar, L.P., a Delaware limited partnership, which is the
general partner of TPG Star, L.P., a Delaware limited partnership, which is the sole shareholder of TPG Growth AC, Ltd., a Cayman
Islands company (“
Growth AC
”), which directly owns the American Depositary Shares representing the 1,277,609
Ordinary Shares reported herein. Because of Group Advisors’ relationship to Growth AC, Group Advisors may be deemed to beneficially
own such shares.
David Bonderman and James G. Coulter are sole shareholders
of Group Advisors and therefore may be deemed to beneficially own the shares of the Issuer reported herein. Messrs. Bonderman and
Coulter disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.
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Item 2
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(b).
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Address of Principal Business Office or, if none, Residence:
The principal business address of each of the Reporting Persons
is as follows:
c/o TPG Global, LLC
301 Commerce Street, Suite 3300
Fort Worth, Texas 76102
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Item 2
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(c).
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Citizenship:
See responses to Item 4 on each cover page.
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Item 2
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(d).
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Title of Class of Securities:
Ordinary Shares, par value $0.0000001 per share (“
Ordinary Shares
”)
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Item 2
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(e).
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CUSIP Number:
00850H103
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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o
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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o
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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o
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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o
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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o
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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o
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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o
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A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);
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(k)
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o
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Group, in accordance with Rule 13d–1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with
§ 240.13d–1(b)(1)(ii)(J), please specify the
type of institution:____________________________
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Item 4.
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Ownership
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(a) AMOUNT BENEFICIALLY OWNED:
See responses to Item 9 on each cover
page.
(b) PERCENT OF CLASS:
See responses to Item 11 on each cover page.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON
HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT
THE VOTE
See responses to Item 5 on each cover page.
(ii) SHARED POWER TO VOTE OR TO DIRECT
THE VOTE
See responses to Item 6 on each cover
page.
(iii) SOLE POWER TO DISPOSE OR TO
DIRECT THE DISPOSITION OF
See responses to Item 7 on each cover page.
(iv) SHARED POWER TO DISPOSE OR TO
DIRECT THE DISPOSITION OF
See responses to Item 8 on each cover page.
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Item
5. Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
x
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Item 6.
Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable.
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Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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See response to Item 2(a) above.
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Item 8. Identification and Classification of Members of the Group
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Not Applicable.
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Item 9. Notice of Dissolution of Group
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Not Applicable.
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Item 10. Certifications
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Not Applicable.
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SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2017
TPG
Group Holdings (SBS) Advisors, Inc.
By:
/s/ Michael LaGatta
_____________
Name: Michael LaGatta
Title: Vice President
David Bonderman
By:
/s/ Clive Bode
__________________
Name: Clive Bode, on behalf
of David Bonderman (4)
James G. Coulter
By:
/s/ Clive Bode
_________________
Name: Clive Bode, on behalf
of James G. Coulter (5)
(4) Clive Bode is signing on behalf of Mr. Bonderman pursuant
to an authorization and designation letter dated June 19, 2015, which was previously filed with the Commission as an exhibit to
an amendment to Schedule 13D filed by Mr. Bonderman on June 22, 2015 (SEC File No. 005-87680).
(5) Clive Bode is signing on behalf of Mr. Coulter pursuant
to an authorization and designation letter dated June 19, 2015, which was previously filed with the Commission as an exhibit to
an amendment to Schedule 13D filed by Mr. Coulter on June 22, 2015 (SEC File No. 005-87680).
Exhibit Index
Exhibit 1
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Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.*
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________
* Incorporated herein by reference to the Agreement
of Joint Filing by TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors V, Inc., TPG Advisors VI, Inc., T3 Advisors, Inc.,
T3 Advisors II, Inc., TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter, dated as of February 14, 2011,
which was previously filed with the Commission as Exhibit 1 to Schedule 13G filed by TPG Group Holdings (SBS) Advisors, Inc., David
Bonderman and James G. Coulter on February 14, 2011.
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