SC 13G/A 1 tpg-sc13ga_123120.htm AMENDED ACQUISITION OF BENEFICIAL OWNERSHIP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

	TPG RE Finance Trust, Inc.
	(Name of Issuer)

	Common Stock, par value $0.001 per share
	(Titles of Class of Securities)

	87266M107
	(CUSIP Number)

	December 31, 2020
	(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐	Rule 13d-1(b)
☐	Rule 13d-1(c)
☒	Rule 13d-1(d)

*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).

CUSIP No. 87266M107				13G/A	Page 2 of 9
1	NAME OF REPORTING PERSON TPG Group Holdings (SBS) Advisors, Inc.
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 7,183,952
		7	SOLE DISPOSITIVE POWER - 0 -
		8	SHARED DISPOSITIVE POWER 7,183,952
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,183,952
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.4% (1)
12	TYPE OF REPORTING PERSON CO

(1) Based on a total of 76,756,761 shares of Common Stock (as defined below) outstanding as of November 2, 2020 as reported on the 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.

CUSIP No. 87266M107				13G/A	Page 3 of 9
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 7,183,952
		7	SOLE DISPOSITIVE POWER - 0 -
		8	SHARED DISPOSITIVE POWER 7,183,952
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,183,952
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.4% (2)
12	TYPE OF REPORTING PERSON IN

(2) Based on a total of 76,756,761 shares of Common Stock outstanding as of November 2, 2020 as reported on the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 4, 2020.

CUSIP No. 87266M107				13G/A	Page 4 of 9
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 7,283,259
		7	SOLE DISPOSITIVE POWER - 0 -
		8	SHARED DISPOSITIVE POWER 7,283,259
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,283,259
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.5% (3)
12	TYPE OF REPORTING PERSON IN

(3) Based on a total of 76,756,761 shares of Common Stock outstanding as of November 2, 2020 as reported on the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 4, 2020.

Item 1

(a).

Name of Issuer:

TPG RE Finance Trust, Inc. (the “Issuer”)

Item 1

(b).

Address of Issuer’s Principal Executive Offices:

888 Seventh Avenue, 35^th Floor

New York, New York 10106

Item 2	(a).	Name of Person Filing: This Amendment No. 3 to Schedule 13G is being filed jointly by 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, a copy of which is incorporated by reference herein, in accordance with Rule 13d-1(k)(1) under the Act. Group Advisors is the 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 (i) sole shareholder of TPG Holdings III-A, Inc., a Cayman corporation, and (ii) sole member of TPG Holdings II-A, LLC, a Delaware limited liability company. TPG Holdings III-A, Inc. is the general partner of TPG Holdings III-A, L.P., a Cayman limited partnership, which is the general partner of TPG Holdings III, L.P., a Delaware limited partnership (“TPG Holdings III”), which (i) directly holds 1,811,251 shares of Common Stock and (ii) is the sole member of TPG DASA Advisors (RE) II, LLC, a Delaware limited liability company, which is the general partner of TPG NJ DASA GenPar C, L.P., a Delaware limited partnership, which is the general partner of TPG/NJ (RE) Partnership, L.P., a Delaware limited partnership (“TPG/NJ RE Partnership”), which directly holds 4,693,916 shares of Common Stock. TPG Holdings II-A, LLC is the general partner of TPG Holdings II, L.P., a Delaware limited partnership, which is general partner of TPG Holdings II Sub, L.P., a Delaware limited partnership, which is the sole member of TPG Real Estate Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG RE Finance Trust Management, L.P., a Delaware limited partnership (“TPG RE Finance Trust Management” and together with TPG Holdings III and TPG/NJ RE Partnership, the “TPG Funds”), which directly holds 579,478 shares of Common Stock. Because of Group Advisors’ relationship to the TPG Funds, Group Advisors may be deemed to beneficially own the shares of Common Stock held by the TPG Funds. David Bonderman and James G. Coulter are sole shareholders of Group Advisors and may therefore be deemed to beneficially own the shares of Common Stock held by the TPG Funds. Messrs. Bonderman and Coulter disclaim beneficial ownership of the shares of Common Stock held by the TPG Funds except to the extent of their pecuniary interest therein. Excluding the shares of Common Stock directly held by the TPG Funds, Mr. Coulter holds directly or indirectly 99,307 shares of Common Stock.
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 responses to Item 4 on each cover page.
Item 2	(d).	Title of Class of Securities: Common Stock, $0.001 par value (“Common Stock”)
Item 2	(e).	CUSIP Number: 87266M107

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).

	(e)	☐ Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

	(f)	☐ Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

	(g)	☐ Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

	(h)	☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813).

	(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.

(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 or Control Person

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.

Certifications

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 Group Holdings (SBS) Advisors, Inc.


	By::	/s/ Michael LaGatta
	Name:	Michael LaGatta
	Title:	Vice President


	David Bonderman


	By:	/s/ Gerald Neugebauer
	Name:	Gerald Neugebauer, on behalf of David Bonderman (4)


	James G. Coulter


	By:	/s/ Gerald Neugebauer
	Name:	Gerald Neugebauer, on behalf of James G. Coulter (5)

________

(4) 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).

(5) 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).

Exhibit Index

Exhibit 1

Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.*

________

* Incorporated herein by reference to the Agreement of Joint Filing by TPG Group Holdings (SBS) Advisors, Inc., TPG Real Estate GenPar Advisors, Inc., David Bonderman and James G. Coulter, dated as of February 14, 2018, which was previously filed with the Commission as Exhibit 1 to Schedule 13G filed by TPG Group Holdings (SBS) Advisors, Inc., TPG Real Estate GenPar Advisors, Inc., David Bonderman and James G. Coulter on February 14, 2018.