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PETERSON KARL MR.

Date Filed : Apr 20, 2021

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SEC FORM 4SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
TPG Pace Beneficial II Sponsor, Series LLC
(Last)(First)(Middle)
C/O TPG GLOBAL, LLC,
301 COMMERCE STREET, SUITE 3300
(Street)
FORT WORTHTX76102
(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
TPG Pace Beneficial II Corp. [ YTPG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/16/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Ordinary Shares04/16/2021A1,000,000A$101,000,000ISee Explanation of Responses(1)(2)(4)(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 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 (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class F Ordinary Shares(3)04/16/2021A555,555 (3) (3)Class A Ordinary Shares555,555(3)4,284,444ISee Explanation of Responses(1)(2)(4)(5)
Class G Ordinary Shares(3)04/16/2021A1,111,111 (3) (3)Class A Ordinary Shares1,111,111(3)8,888,889ISee Explanation of Responses(1)(2)(4)(5)
1. Name and Address of Reporting Person*
TPG Pace Beneficial II Sponsor, Series LLC
(Last)(First)(Middle)
C/O TPG GLOBAL, LLC,
301 COMMERCE STREET, SUITE 3300
(Street)
FORT WORTHTX76102
(City)(State)(Zip)
1. Name and Address of Reporting Person*
BONDERMAN DAVID
(Last)(First)(Middle)
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
(Street)
FORT WORTHTX76102
(City)(State)(Zip)
1. Name and Address of Reporting Person*
COULTER JAMES G
(Last)(First)(Middle)
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
(Street)
FORT WORTHTX76102
(City)(State)(Zip)
1. Name and Address of Reporting Person*
Peterson Karl Mr.
(Last)(First)(Middle)
301 COMMERCE STREET
SUITE 3300
(Street)
FORT WORTHTX76102
(City)(State)(Zip)
Explanation of Responses:
1. TPG Pace Beneficial II Sponsor, Series LLC ("TPG Pace Beneficial II Sponsor") holds (i) 1,000,000 Class A Ordinary Shares, par value $0.0001 per share (the "Class A Shares"), of TPG Pace Beneficial II Corp. (the "Issuer"), (ii) 4,284,444 Class F Ordinary Shares, par value $0.0001 per share (the "Class F Shares"), of the Issuer, and (iii) 8,888,889 Class G Ordinary Shares, par value $0.0001 per share (the "Class G Shares"), of the Issuer. The managing member of TPG Pace Beneficial II Sponsor is TPG Pace Governance, LLC, which is controlled by David Bonderman, James G. Coulter and Karl Peterson.
2. On April 16, 2021 in connection with the Issuer's initial public offering, (i) TPG Pace Beneficial II Sponsor purchased from the Issuer 1,000,000 Class A Shares at a purchase price of $10.00 per share and (ii) the Issuer issued to TPG Pace Beneficial II Sponsor 555,555 Class F Shares and 1,111,111 Class G Shares as a result of the exercise in part of the option granted to the underwriters of the Issuer's initial public offering to cover over allotments.
3. Pursuant to the Issuer's Memorandum and Articles of Association, as amended, (i) the Class F Shares will automatically convert into Class A Shares at the time of the Issuer's initial business combination, and (ii) the Class G Shares will convert into Class A Shares after the Issuer's initial business combination only to the extent the trading price of the Class A Shares exceeds certain thresholds or in the event of a change of control transaction, in each case subject to adjustment.
4. Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own 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 Beneficial II 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.
5. 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.
Remarks:
6. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. 7. Gerald Neugebauer is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated February 26, 2020, which were previously filed with the Securities and Exchange Commission (the "Commission"). 8. Michael LaGatta is signing on behalf of Mr. Peterson pursuant to an authorization and designation letter dated March 30, 2020, which was previously filed with the Commission.
/s/ Michael LaGatta, Vice President, TPG Pace Beneficial II Sponsor, Series LLC (6)04/20/2021
/s/ Gerald Neugebauer on behalf of David Bonderman (6)(7)04/20/2021
/s/ Gerald Neugebauer on behalf of James G. Coulter (6)(7)04/20/2021
/s/ Michael LaGatta on behalf of Karl Peterson (6)(8)04/20/2021
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who 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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