Form Type: 4

SEC EDGAR Link
Accession Number:0001387131-21-011847
Date:2021-12-03
Issuer: TPG PACE SOLUTIONS CORP. (TPGS)
Original Submission Date:

Reporting Person:

TPG PACE SOLUTIONS SPONSOR, SERIES LLC
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102

Reporting Person:

BONDERMAN DAVID
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102

Reporting Person:

COULTER JAMES G
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102

Reporting Person:

PETERSON KARL MR.
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A ORDINARY SHARES 2021-12-03 D 770,000 d $0.00 0 indirect f1,f3,f4,f5
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
CLASS F ORDINARY SHARES 0.0 2021-12-03 deemed execution date D 3,006,667 (d) class a ordinary shares 3,006,667 $0.00 0 indirect see explanation of responses
CLASS G ORDINARY SHARES 0.0 2021-12-03 deemed execution date D 6,333,333 (d) class a ordinary shares 6,333,333 $0.00 0 indirect see explanation of responses
Footnotes
IDfootnote
f1 in connection with the merger of tpg pace solutions corp. (the "issuer") with and into vacasa, inc. ("vacasa") pursuant to the business combination agreement, as amended, dated as of july 28, 2021, each class a ordinary share, par value $0.0001 per share ("class a shares"), of the issuer, each class f ordinary share, par value $0.0001 per share ("class f shares"), of the issuer and each class g ordinary share, par value $0.0001 per share ("class g shares"), of the issuer held by tpg pace solutions sponsor, series llc ("tpg pace solutions sponsor") was automatically cancelled, extinguished and converted, on a one-for-one basis, into a share of class a common stock, class f common stock and class g common stock, respectively, of vacasa.
f2 pursuant to the issuer's memorandum and articles of association, as amended, (i) the class f shares were automatically convertible into class a shares at the time of the issuer's initial business combination, and (ii) the class g shares were convertible into class a shares after the issuer's initial business combination only to the extent the trading price of the class a shares exceeded certain thresholds or in the event of a change of control transaction, in each case subject to adjustment.
f3 the managing member of tpg pace solutions sponsor is tpg pace governance, llc, which is controlled by david bonderman, james g. coulter and karl peterson (collectively with tpg pace solutions sponsor, the "reporting persons").
f4 because of the relationship among the reporting persons, the reporting persons may have been deemed to have beneficially owned the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of tpg pace solutions sponsor. each reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of such reporting person's pecuniary interest therein, if any.
f5 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 persons are, for purposes of section 16 of the exchange act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

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