AG Twin Brook Capital Income Fund
07/02/2024 | Press release | Distributed by Public on 07/02/2024 15:57
Statement of Changes in Beneficial Ownership - Form 4
Ownership Submission
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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(e.g., puts, calls, warrants, options, convertible securities)
| 1. Title of Derivate Security | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
| Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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TPG GP A, LLC C/O TPG INC., 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 |
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X |
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BONDERMAN DAVID C/O TPG INC., 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 |
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X |
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COULTER JAMES G C/O TPG INC., 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 |
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X |
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WINKELRIED JON C/O TPG INC., 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102 |
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X |
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ANGELO GORDON & CO., L.P. 245 PARK AVENUE, 26TH FLOOR NEW YORK, NY10167 |
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X |
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AG GP LLC C/O ANGELO, GORDON & CO., L.P. 245 PARK AVENUE, 26TH FLOOR NEW YORK, NY10167 |
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X |
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Reporting Person |
Signatures
| /s/ Bradford Berenson, General Counsel, TPG GP A, LLC (6) | 2024-07-02 |
| **Signature of Reporting Person | Date |
| /s/ Christopher D. Moore, Authorized Signatory | 2024-07-02 |
| **Signature of Reporting Person | Date |
| /s/ Christopher D. Moore, Attorney-in-Fact | 2024-07-02 |
| **Signature of Reporting Person | Date |
| /s/ Gerald Neugebauer on behalf of David Bonderman (6)(7) | 2024-07-02 |
| **Signature of Reporting Person | Date |
| /s/ Gerald Neugebauer on behalf of James G. Coulter (6)(7) | 2024-07-02 |
| **Signature of Reporting Person | Date |
| /s/ Gerald Neugebauer on behalf of Jon Winkelried (6)(7) | 2024-07-02 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| (*) | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| (**) | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | These securities are held directly by AGTB BDC Holdings, L.P. ("BDC Holdings"), whose sole general partner is AGTB BDC Holdings GP LLC ("BDC Holdings GP"). Angelo, Gordon & Co., L.P. ("Angelo Gordon") is the investment advisor to BDC Holdings and sole member of BDC Holdings GP. |
| (2) | TPG GP A, LLC ("TPG GP A") is the managing member of each of (i) TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P. and (ii) Alabama Investments (Parallel) GP, LLC, which is the general partner of each of (a) Alabama Investments (Parallel), LP, (b) Alabama Investments (Parallel) Founder A, LP and (c) Alabama Investments (Parallel) Founder G, LP, which, collectively with TPG Group Holdings (SBS), L.P., Alabama Investments (Parallel), LP and Alabama Investments (Parallel) Founder A, LP, holds 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., which is the sole member of TPG GPCo, LLC, which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of AG GP LLC ("AG GP"), which is the general partner of Angelo Gordon. |
| (3) | Because of the relationship of TPG GP A to Angelo Gordon, TPG GP A may be deemed to beneficially own the securities held by Angelo Gordon and BDC Holdings. TPG GP A is owned by entities owned by David Bonderman, James G. Coulter and Jon Winkelried. Because of the relationship of Messrs. Bonderman, Coulter and Winkelried to TPG GP A, each of Messrs. Bonderman, Coulter and Winkelried may be deemed to beneficially own the securities held by Angelo Gordon and BDC Holdings. Messrs. Bonderman, Coulter and Winkelried disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. |
| (4) | 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 TPG GP A, Angelo Gordon, AG GP, and Messrs. Bonderman, Coulter and Winkelried (collectively, 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. |
| (5) | These securities are held directly by Angelo Gordon. |