|
|
1
|
NAME
OF REPORTING PERSON
TPG
Pace Beneficial Finance Sponsor, Series LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
- 0 -
|
6
|
SHARED
VOTING POWER
14,590,000 (1)
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
8
|
SHARED
DISPOSITIVE POWER
14,590,000 (1)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,590,000 (1)
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.4% (2)
|
12
|
TYPE
OF REPORTING PERSON*
OO
|
|
|
|
|
|
(1)
Includes (i) 8,590,000 Class A Shares (as defined below) issuable upon conversion of 8,590,000 Class F Shares (as defined
below) and (ii) 6,000,000 Class A Shares issuable upon exercise of 6,000,000 Warrants (as defined below).
(2)
The calculation assumes that there is a total of 49,590,000 Class A Shares outstanding, which is the sum of (i) the 35,000,000
Class A Shares outstanding as of November 2, 2020, as reported on Quarterly Report on Form 10-Q filed by the Issuer (as defined
below) with the Securities and Exchange Commission (the “Commission”) on November 4, 2020, (ii) the
8,590,000 Class A Shares issuable upon conversion of the Class F Shares reported herein and (iii) the 6,000,000 Class A Shares
issuable upon exercise of 6,000,000 Warrants reported herein.
1
|
NAME
OF REPORTING PERSON
David
Bonderman
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
- 0 -
|
6
|
SHARED
VOTING POWER
14,590,000 (3)
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
8
|
SHARED
DISPOSITIVE POWER
14,590,000 (3)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,590,000 (3)
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.4% (4)
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
|
|
|
|
|
|
(3)
Includes (i) 8,590,000 Class A Shares issuable upon conversion of 8,590,000 Class F Shares and (ii) 6,000,000 Class
A Shares issuable upon exercise of 6,000,000 Warrants.
(4)
The calculation assumes that there is a total of 49,590,000 Class A Shares outstanding, which is the sum of (i) the 35,000,000
Class A Shares outstanding as of November 2, 2020, as reported on Quarterly Report on Form 10-Q filed by the Issuer with
the Commission on November 4, 2020, (ii) the 8,590,000 Class A Shares issuable upon conversion of the Class F Shares
reported herein and (iii) the 6,000,000 Class A Shares issuable upon exercise of 6,000,000 Warrants reported herein.
CUSIP
No. G8990D125
|
13G
|
|
1
|
NAME
OF REPORTING PERSON
James
G. Coulter
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
- 0 -
|
6
|
SHARED
VOTING POWER
14,590,000 (5)
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
8
|
SHARED
DISPOSITIVE POWER
14,590,000 (5)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,590,000 (5)
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.4% (6)
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
|
|
|
|
|
|
(5)
Includes (i) 8,590,000 Class A Shares issuable upon conversion of 8,590,000 Class F Shares and (ii) 6,000,000 Class
A Shares issuable upon exercise of 6,000,000 Warrants.
(6)
The calculation assumes that there is a total of 49,590,000 Class A Shares outstanding, which is the sum of (i) the 35,000,000
Class A Shares outstanding as of November 2, 2020, as reported on Quarterly Report on Form 10-Q filed by the Issuer with
the Commission on November 4, 2020, (ii) the 8,590,000 Class A Shares issuable upon conversion of the Class F Shares
reported herein and (iii) the 6,000,000 Class A Shares issuable upon exercise of 6,000,000 Warrants reported herein.
|
|
1
|
NAME
OF REPORTING PERSON
Karl
Peterson
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING POWER
- 0 -
|
6
|
SHARED
VOTING POWER
14,590,000 (7)
|
7
|
SOLE
DISPOSITIVE POWER
-
0 -
|
8
|
SHARED
DISPOSITIVE POWER
14,590,000 (7)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,590,000 (7)
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.4% (8)
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
|
|
|
|
|
(7)
Includes (i) 8,590,000 Class A Shares issuable upon conversion of 8,590,000 Class F Shares and (ii) 6,000,000 Class
A Shares issuable upon exercise of 6,000,000 Warrants.
(8)
The calculation assumes that there is a total of 49,590,000 Class A Shares outstanding, which is the sum of (i) the 35,000,000
Class A Shares outstanding as of November 2, 2020, as reported on Quarterly Report on Form 10-Q filed by the Issuer with
the Commission on November 4, 2020, (ii) the 8,590,000 Class A Shares issuable upon conversion of the Class F Shares
reported herein and (iii) the 6,000,000 Class A Shares issuable upon exercise of 6,000,000 Warrants reported herein.
Item 1(a).
|
|
Name
of Issuer:
|
|
|
|
|
|
TPG
Pace Beneficial Finance Corp. (the “Issuer”)
|
|
|
|
Item 1(b).
|
|
Address
of Issuer’s Principal Executive Offices:
|
|
|
|
|
|
301
Commerce Street, Suite 3300
|
|
|
Fort
Worth, Texas 76102
|
|
|
|
Item 2(a).
|
|
Name
of Person Filing:
|
|
|
|
|
|
This
Schedule 13G is being filed jointly by TPG Pace Beneficial Finance Sponsor, Series LLC,
a Delaware limited liability company (“TPG Pace Beneficial Finance Sponsor”),
David Bonderman, James G. Coulter and Karl Peterson (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 Act.
|
|
|
|
|
|
TPG
Pace Governance, LLC, a Cayman Islands limited liability company is the managing member
of TPG Pace Beneficial Finance Sponsor, which directly holds (i) 8,590,000 Class
F Ordinary Shares, par value $0.0001 (“Class F Shares”) and (ii) 6,000,000
warrants (the “Warrants”).
|
|
|
|
|
|
Pursuant
to the Issuer’s Amended & Restated Memorandum and Articles of Association,
the Class F Shares will 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.
Each Warrant is initially exercisable for one Class A Share, at an initial exercise price
(the “Exercise Price”) of $11.50. The number of Class A Shares issuable
upon exercise of the Warrants and the Exercise Price are subject to certain adjustments
as set forth in the Warrant Agreement dated as of October 9, 2020 between the Issuer
and Continental Stock Transfer & Trust Company, as warrant agent.
|
|
|
|
|
|
TPG
Pace Governance, LLC is controlled by a committee whose members are David Bonderman,
James G. Coulter and Karl Peterson. Because of the relationship between Messrs. Bonderman,
Coulter and Peterson to TPG Pace Beneficial Finance Sponsor, each of Messrs. Bonderman,
Coulter and Peterson may therefore be deemed to be the beneficial owners of the securities
held by TPG Pace Beneficial Finance Sponsor. Messrs. Bonderman, Coulter and Peterson
disclaim beneficial ownership of such securities except to the extent of their pecuniary
interest therein.
|
|
|
|
Item 2(b).
|
|
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
|
|
|
|
Item 2(c).
|
|
Citizenship:
|
|
|
|
|
|
See
response to Item 4 of each of the cover pages.
|
|
|
|
Item 2(d).
|
|
Titles
of Classes of Securities:
|
|
|
|
|
|
Class
A Ordinary Shares, par value $0.0001 (“Class A Shares”)
|
Item 2(e).
|
CUSIP Number:
|
|
|
|
G8990D125
|
Item
3.
|
If
This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether
the Person Filing is a(n):
|
|
(a)
|
☐
Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
|
|
|
|
|
(b)
|
☐
Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
|
|
|
|
|
(c)
|
☐
Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
|
|
|
|
|
(d)
|
☐
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
|
|
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(e)
|
☐
Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
|
|
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|
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(f)
|
☐
Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
|
|
|
|
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(g)
|
☐
Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
|
|
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|
|
(h)
|
☐
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813).
|
|
|
|
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(i)
|
☐
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act (15 U.S.C. 80a-3).
|
|
|
|
|
(j)
|
☐ Non-U.S. institution
in accordance with §240. 13d-1(b)(1)(ii)(J).
|
|
|
|
|
(k)
|
☐ Group in accordance with §240.13d-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: ______________
|
Item
4.
|
|
Ownership
|
|
|
|
|
(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.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
|
|
|
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 ☐.
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
|
|
|
Not Applicable.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By
the Parent Holding Company.
|
|
|
|
See response to
Item 2(a) above.
|
Item
8.
|
Identification
and Classification of Members of the Group.
|
|
|
|
Not Applicable.
|
Item
9.
|
Notice
of Dissolution of Group.
|
|
|
|
Not Applicable.
|
Item
10.
|
Certification.
|
|
|
|
Not Applicable.
|
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 12, 2021
|
TPG
Pace Beneficial Finance Sponsor, Series LLC
|
|
|
|
|
|
By:
|
/s/ Michael LaGatta
|
|
|
Name:
|
Michael LaGatta
|
|
Title:
|
Vice President
|
|
|
|
|
|
David
Bonderman
|
|
|
|
|
|
By:
|
/s/ Gerald
Neugebauer
|
|
|
Name:
|
Gerald
Neugebauer, on behalf of David Bonderman (9)
|
|
|
|
|
|
James
G. Coulter
|
|
|
|
|
|
By:
|
/s/ Gerald
Neugebauer
|
|
|
Name:
|
Gerald
Neugebauer, on behalf of James G. Coulter (10)
|
|
|
|
|
|
Karl
Peterson
|
|
|
|
|
|
|
By:
|
/s/ Michael LaGatta
|
|
|
Name:
|
Michael LaGatta, on behalf of Karl Peterson (11)
|
(9)
Gerald Neugebauer is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated February 26,
2020, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Bonderman on March 6, 2020
(SEC File No. 001-38156).
(10)
Gerald Neugebauer is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated February 26, 2020,
which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Coulter on March 6, 2020 (SEC
File No. 001-38156).
(11)
Michael LaGatta is signing on behalf of Mr. Karl Peterson pursuant to an authorization and designation letter dated March 30,
2020, which was previously filed with the Commission as an exhibit to a Schedule 13D filed by Mr. Peterson on March 30,
2020 (SEC File No. 005-90040).
Exhibit
Index
Exhibit 1
|
Agreement of Joint Filing as required
by Rule 13d-1(k)(1) under the Act.*
|
*
Incorporated herein by reference to the Agreement of Joint Filing by TPG Group Holdings (SBS) Advisors, Inc., TPG Group Advisors
(Cayman), Inc., TPG Pace Beneficial Finance Sponsor, Series LLC, TPG Pace Tech Opportunities Sponsor, Series LLC, David Bonderman,
James G. Coulter and Karl Peterson, dated as of February 12, 2021, which was previously filed with the Commission as Exhibit 1
to Schedule 13G filed by TPG Group Holdings (SBS) Advisors, Inc., TPG Group Advisors (Cayman), Inc., David Bonderman and James
G. Coulter on February 12, 2021.