Amendment to Beneficial Ownership Report - Form SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

AG Twin Brook Capital Income Fund

(Name of Issuer)

Class I common shares of beneficial interest, par value $0.001 per share

(Title of Class of Securities)

00840T100

(CUSIP NUMBER)

Bradford Berenson

TPG Inc.

301 Commerce Street, Suite 3300

Fort Worth, TX 76102

(817) 871-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 1, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

The information required on 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, as amended (the "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).

*	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 disclosures provided in a prior cover page.

1		NAMES OF REPORTING PERSONS TPG GP A, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (see instructions) OO (See Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER 0
	8		SHARED VOTING POWER 12,764,190.275(See Items 3, 4 and 5)
	9		SOLE DISPOSITIVE POWER 0
	10		SHARED DISPOSITIVE POWER 12,764,190.275 (See Items 3, 4 and 5)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,764,190.275 (See Items 3, 4 and 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.4% *
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* The calculation is based on 50,308,550 common shares of beneficial interest of the Issuer (as defined below) outstanding as of the date of this report, as disclosed by the Issuer to the Reporting Persons.

1		NAMES OF REPORTING PERSONS Angelo, Gordon & Co., L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS(see instructions) OO (See Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER 0
	8		SHARED VOTING POWER 12,764,190.275 (See Items 3, 4 and 5)
	9		SOLE DISPOSITIVE POWER 0
	10		SHARED DISPOSITIVE POWER 12,764,190.275 (See Items 3, 4 and 5)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,764,190.275 (See Items 3, 4 and 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.4%*
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, PN

* The calculation is based on 50,308,550 common shares of beneficial interest of the Issuer outstanding as of the date of this report, as disclosed by the Issuer to the Reporting Persons.

1		NAMES OF REPORTING PERSONS AG GP LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (see instructions) OO (See Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER 0
	8		SHARED VOTING POWER 12,764,190.275 (See Items 3, 4 and 5)
	9		SOLE DISPOSITIVE POWER 0
	10		SHARED DISPOSITIVE POWER 12,764,190.275 (See Items 3, 4 and 5)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,764,190.275 (See Items 3, 4 and 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.4%*
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC, OO

* The calculation is based on 50,308,550 common shares of beneficial interest of the Issuer outstanding as of the date of this report, as disclosed by the Issuer to the Reporting Persons.

1	NAMES OF REPORTING PERSONS David Bonderman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (see instructions) OO (See Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER 0
	8		SHARED VOTING POWER 12,764,190.275 (See Items 3, 4 and 5)
	9		SOLE DISPOSITIVE POWER 0
	10		SHARED DISPOSITIVE POWER 12,764,190.275 (See Items 3, 4 and 5)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,764,190.275 (See Items 3, 4 and 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.4%*
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

* The calculation is based on 50,308,550 common shares of beneficial interest of the Issuer outstanding as of the date of this report, as disclosed by the Issuer to the Reporting Persons.

1		NAMES OF REPORTING PERSONS James G. Coulter
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (see instructions) OO (See Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER 0
	8		SHARED VOTING POWER 12,764,190.275 (See Items 3, 4 and 5)
	9		SOLE DISPOSITIVE POWER 0
	10		SHARED DISPOSITIVE POWER 12,764,190.275 (See Items 3, 4 and 5)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,764,190.275 (See Items 3, 4 and 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.4%*
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

* The calculation is based on 50,308,550 common shares of beneficial interest of the Issuer outstanding as of the date of this report, as disclosed by the Issuer to the Reporting Persons.

1		NAMES OF REPORTING PERSONS Jon Winkelried
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (see instructions) OO (See Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER 0
	8		SHARED VOTING POWER 12,764,190.275 (See Items 3, 4 and 5)
	9		SOLE DISPOSITIVE POWER 0
	10		SHARED DISPOSITIVE POWER 12,764,190.275 (See Items 3, 4 and 5)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,764,190.275 (See Items 3, 4 and 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.4%*
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

* The calculation is based on 50,308,550 common shares of beneficial interest of the Issuer outstanding as of the date of this report, as disclosed by the Issuer to the Reporting Persons.

Explanatory Note

This Amendment No. 3 (the "Amendment") amends and supplements the Schedule 13D filed by Angelo Gordon and the other Reporting Persons named therein on January 9, 2023, as amended and supplemented by Amendment No. 1 filed on August 30, 2023 and Amendment No. 2 filed on November 2, 2023 (as so amended, the "Original Schedule 13D" and, as amended and supplemented by this Amendment, the "Schedule 13D"), with respect to the Common Shares of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

Item 2. Identity and Background

This Amendment amends and restates the second paragraph of Item 2 of the Original Schedule 13D in its entirety as set forth below:

"TPG GP A is the managing member of each of (i) 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, and (ii) Alabama Investments (Parallel) GP, LLC, a Delaware limited liability company, which is the general partner of each of (a) Alabama Investments (Parallel), LP, a Delaware limited partnership, (b) Alabama Investments (Parallel) Founder A, LP, a Delaware limited partnership, and (c) Alabama Investments (Parallel) Founder G, LP, a Delaware limited partnership, 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., a Delaware corporation, which is the sole member of TPG GPCo, LLC, a Delaware limited liability company, which is the sole member of TPG Holdings II-A, LLC, a Delaware limited liability company, which is the general partner of TPG Operating Group II, L.P., a Delaware limited partnership, which is the sole member of AG GP, which is the general partner of Angelo Gordon, which directly holds 160,610.258 Common Shares and is the (i) sole member of AGTB BDC Holdings GP LLC, a Delaware limited liability company, which is the general partner of AGTB BDC Holdings, L.P. ("BDC Holdings"), which directly holds 12,603,580.017 Common Shares; and (ii) investment advisor to BDC Holdings."

Item 4. Purpose of Transaction

Item 4 of the Original Schedule 13D is hereby amended to include the following:

"Effective on June 1, 2024, BDC Holdings accepted a $25 million capital contribution from an investor for investment purposes. In connection with such capital contribution, BDC Holdings purchased additional Common Shares from the Issuer in its ongoing public offering. From time to time, to the extent BDC Holdings receives additional capital contributions, BDC Holdings may purchase additional Common Shares."

Item 5. Interest in Securities of the Issuer

Item 5(a) - (c) of the Original Schedule 13D is hereby amended to include the following:

"(a)-(b) The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.

(c) Effective on June 1, 2024, BDC Holdings purchased 982,885.989Common Shares at $25.44 per Common Share (the "Purchase Price") The Purchase Price was equal to the net asset value per Common Share as of May 31, 2024, as determined by the Issuer on July 1, 2024. Except as otherwise reported herein, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent verification, any person named in Item 2 hereof, has effected any transaction in the Common Shares during the past 60 days."

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: July 2, 2024

TPG GP A, LLC
By:	/s/ Bradford Berenson
Name:		Bradford Berenson
Title:		General Counsel
Angelo, Gordon & Co., L.P.
By:	AG GP LLC
Its General Partner
By:	/s/ Christopher D. Moore
Name:		Christopher D. Moore
Title:		Authorized Signatory
AG GP LLC
By:	/s/ Christopher D. Moore
Name:		Christopher D. Moore
Title:		Attorney-in-Fact
David Bonderman
By:	/s/ Gerald Neugebauer
Gerald Neugebauer on behalf of David Bonderman (1)
James G. Coulter
By:	/s/ Gerald Neugebauer
Gerald Neugebauer on behalf of James G. Coulter (2)
Jon Winkelried
By:	/s/ Gerald Neugebauer
Gerald Neugebauer on behalf of Jon Winkelried(3)

(1) Gerald Neugebauer is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated January 10, 2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Bonderman on February 7, 2024 (SEC File No. 001-41617).

(2) Gerald Neugebauer is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated January 10, 2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Coulter on February 7, 2024 (SEC File No. 001-41617).

(3) Gerald Neugebauer is signing on behalf of Mr. Winkelried pursuant to an authorization and designation letter dated January 10, 2024, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Winkelried on February 7, 2024 (SEC File No. 001-41617).