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TPG Growth II Advisors, Inc.

Disclosed activity across 3 companies

Tapewire entity
149015
SEC CIK
0001631279

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
Evolent Health, Inc.EVH · Entity 549210% owner · May be deemed 10% Owner (7)(8)June 28, 2017June 30, 2017

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

Evolent Health, Inc.

Report date June 28, 2017 · Filed June 30, 2017

Jointly reported with BONDERMAN DAVID, COULTER JAMES G

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class A Common StockSEC Table I · non-derivativeIndirectSee Explanation of Responses120,304 Last balance in matching sequence After 2017-06-28 transaction · row 2 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 1 · 2017-06-28 · Conversion · Acquired 3,619,531 · Balance 4,399,629

F2: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F3: On June 28, 2017, TPG Eagle exchanged 3,619,531 Class B Units (along with 3,619,531 Class B Shares) for Class A Shares on a one-for-one basis.

F4: TPG Growth II BDH, L.P. ("Growth II BDH" and, together with TPG Eagle, the "TPG Funds") holds an aggregate of 120,304 Class A Shares.

F5: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of each of the TPG Funds.

F6: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each Reporting Person and TPG Fund disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG Fund's pecuniary interest therein, if any.

F7: The TPG Funds have entered into a Stockholders Agreement, dated as of June 4, 2015 (as supplemented and amended, the "Stockholders Agreement"), with certain other holders (the "Holders") of Class A Shares, Class B Shares and Class B Units. Because of the relationship between the TPG Funds and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Class A Shares, Class B Shares and Class B Units held in the aggregate by the Holders. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the Class A Shares, Class B Shares and Class B Units held by the Holders.

F8: Pursuant to Rule 16a-1(a)(4) under 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.

Row 2 · 2017-06-28 · Sale · Disposed 4,279,325 · Balance 120,304

F4: TPG Growth II BDH, L.P. ("Growth II BDH" and, together with TPG Eagle, the "TPG Funds") holds an aggregate of 120,304 Class A Shares.

F5: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of each of the TPG Funds.

F6: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each Reporting Person and TPG Fund disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG Fund's pecuniary interest therein, if any.

F7: The TPG Funds have entered into a Stockholders Agreement, dated as of June 4, 2015 (as supplemented and amended, the "Stockholders Agreement"), with certain other holders (the "Holders") of Class A Shares, Class B Shares and Class B Units. Because of the relationship between the TPG Funds and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Class A Shares, Class B Shares and Class B Units held in the aggregate by the Holders. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the Class A Shares, Class B Shares and Class B Units held by the Holders.

F8: Pursuant to Rule 16a-1(a)(4) under 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.

Class B Units and Class B Common StockSEC Table II · derivative / convertible securityIndirectSee Explanation of Responses659,970 Reported balance After 2017-06-28 transaction · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · 2017-06-28 · Conversion · Disposed 3,619,531 · Balance 659,970

F1: TPG Eagle Holdings, L.P. ("TPG Eagle") holds an aggregate of 659,970 Class B Common Units (the "Class B Units") of Evolent Health LLC and 659,970 shares of Class B Common Stock (the "Class B Shares") of Evolent Health, Inc. ("the Issuer").

F2: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F3: On June 28, 2017, TPG Eagle exchanged 3,619,531 Class B Units (along with 3,619,531 Class B Shares) for Class A Shares on a one-for-one basis.

F5: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of each of the TPG Funds.

F6: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each Reporting Person and TPG Fund disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG Fund's pecuniary interest therein, if any.

F7: The TPG Funds have entered into a Stockholders Agreement, dated as of June 4, 2015 (as supplemented and amended, the "Stockholders Agreement"), with certain other holders (the "Holders") of Class A Shares, Class B Shares and Class B Units. Because of the relationship between the TPG Funds and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Class A Shares, Class B Shares and Class B Units held in the aggregate by the Holders. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the Class A Shares, Class B Shares and Class B Units held by the Holders.

F8: Pursuant to Rule 16a-1(a)(4) under 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.

Filing footnotes · ownership attribution and instrument terms

F1: TPG Eagle Holdings, L.P. ("TPG Eagle") holds an aggregate of 659,970 Class B Common Units (the "Class B Units") of Evolent Health LLC and 659,970 shares of Class B Common Stock (the "Class B Shares") of Evolent Health, Inc. ("the Issuer").

F2: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F3: On June 28, 2017, TPG Eagle exchanged 3,619,531 Class B Units (along with 3,619,531 Class B Shares) for Class A Shares on a one-for-one basis.

F4: TPG Growth II BDH, L.P. ("Growth II BDH" and, together with TPG Eagle, the "TPG Funds") holds an aggregate of 120,304 Class A Shares.

F5: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of each of the TPG Funds.

F6: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each Reporting Person and TPG Fund disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG Fund's pecuniary interest therein, if any.

F7: The TPG Funds have entered into a Stockholders Agreement, dated as of June 4, 2015 (as supplemented and amended, the "Stockholders Agreement"), with certain other holders (the "Holders") of Class A Shares, Class B Shares and Class B Units. Because of the relationship between the TPG Funds and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Class A Shares, Class B Shares and Class B Units held in the aggregate by the Holders. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the Class A Shares, Class B Shares and Class B Units held by the Holders.

F8: Pursuant to Rule 16a-1(a)(4) under 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.

Past disclosures · reporting ended (2)

No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.

GreenSky, Inc.

Report date May 20, 2020 · Filed May 22, 2020

Jointly reported with BONDERMAN DAVID, COULTER JAMES G

Section 16 reporting ended · disclosed 2020-05-22. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class A Common StockSEC Table I · non-derivativeIndirectSee Explanation of Responses1,227,677 Last balance in matching sequence After 2020-05-21 transaction · row 4 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
4 source rows

Row 1 · 2020-05-20 · Conversion · Acquired 26,147 · Balance 1,284,124

F2: Pursuant to the terms of the Exchange Agreement dated May 23, 2018, TPG Georgia may exchange all or a portion of its Units (with automatic cancellation of an equal number of Class B Shares) for Class A Shares on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).

F3: On each of May 20, 2020 and May 21, 2020, TPG Georgia exchanged 26,147 Units and 120,391 Units, respectively (with automatic cancellation of an equal number of Class B Shares), for Class A Shares on a one-for-one-basis.

F1: David Bonderman and James G. Coulter are the sole shareholders of TPG Growth II Advisors, Inc., which is the general partner of each of (i) TPG Growth II BDH, L.P., which directly holds 1,227,677 shares of Class A Common Stock ("Class A Shares") of GreenSky, Inc. (the "Issuer"), and (ii) TPG Georgia Holdings, L.P. ("TPG Georgia" and, together with TPG Growth II BDH, L.P., the "TPG Funds"), which directly holds 5,937,325 common membership interests (the "Units") of GreenSky Holdings, LLC and 5,937,325 shares of Class B Common Stock ("Class B Shares") of the Issuer.

F6: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.

F7: 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.

Row 2 · 2020-05-20 · Sale · Disposed 31,553 · Balance 1,252,571

F4: The price reported in Column 4 is a weighted average price. These Class A Shares were sold in multiple transactions at prices ranging from $4.16 to $4.49, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "Commission"), upon request, full information regarding the number of Class A Shares sold at each separate price within the range set forth above.

F1: David Bonderman and James G. Coulter are the sole shareholders of TPG Growth II Advisors, Inc., which is the general partner of each of (i) TPG Growth II BDH, L.P., which directly holds 1,227,677 shares of Class A Common Stock ("Class A Shares") of GreenSky, Inc. (the "Issuer"), and (ii) TPG Georgia Holdings, L.P. ("TPG Georgia" and, together with TPG Growth II BDH, L.P., the "TPG Funds"), which directly holds 5,937,325 common membership interests (the "Units") of GreenSky Holdings, LLC and 5,937,325 shares of Class B Common Stock ("Class B Shares") of the Issuer.

F6: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.

F7: 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.

Row 3 · 2020-05-21 · Conversion · Acquired 120,391 · Balance 1,372,962

F2: Pursuant to the terms of the Exchange Agreement dated May 23, 2018, TPG Georgia may exchange all or a portion of its Units (with automatic cancellation of an equal number of Class B Shares) for Class A Shares on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).

F3: On each of May 20, 2020 and May 21, 2020, TPG Georgia exchanged 26,147 Units and 120,391 Units, respectively (with automatic cancellation of an equal number of Class B Shares), for Class A Shares on a one-for-one-basis.

F1: David Bonderman and James G. Coulter are the sole shareholders of TPG Growth II Advisors, Inc., which is the general partner of each of (i) TPG Growth II BDH, L.P., which directly holds 1,227,677 shares of Class A Common Stock ("Class A Shares") of GreenSky, Inc. (the "Issuer"), and (ii) TPG Georgia Holdings, L.P. ("TPG Georgia" and, together with TPG Growth II BDH, L.P., the "TPG Funds"), which directly holds 5,937,325 common membership interests (the "Units") of GreenSky Holdings, LLC and 5,937,325 shares of Class B Common Stock ("Class B Shares") of the Issuer.

F6: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.

F7: 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.

Row 4 · 2020-05-21 · Sale · Disposed 145,285 · Balance 1,227,677

F5: The price reported in Column 4 is a weighted average price. These Class A Shares were sold in multiple transactions at prices ranging from $4.00 to $4.27, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information regarding the number of Class A Shares sold at each separate price within the range set forth above.

F1: David Bonderman and James G. Coulter are the sole shareholders of TPG Growth II Advisors, Inc., which is the general partner of each of (i) TPG Growth II BDH, L.P., which directly holds 1,227,677 shares of Class A Common Stock ("Class A Shares") of GreenSky, Inc. (the "Issuer"), and (ii) TPG Georgia Holdings, L.P. ("TPG Georgia" and, together with TPG Growth II BDH, L.P., the "TPG Funds"), which directly holds 5,937,325 common membership interests (the "Units") of GreenSky Holdings, LLC and 5,937,325 shares of Class B Common Stock ("Class B Shares") of the Issuer.

F6: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.

F7: 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.

Common Membership Interests and Class B Common StockSEC Table II · derivative / convertible securityIndirectSee Explanation of Responses6,057,716 Reported balance After 2020-05-20 transaction · row 5 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 5 · 2020-05-20 · Conversion · Disposed 26,147 · Balance 6,057,716

F1: David Bonderman and James G. Coulter are the sole shareholders of TPG Growth II Advisors, Inc., which is the general partner of each of (i) TPG Growth II BDH, L.P., which directly holds 1,227,677 shares of Class A Common Stock ("Class A Shares") of GreenSky, Inc. (the "Issuer"), and (ii) TPG Georgia Holdings, L.P. ("TPG Georgia" and, together with TPG Growth II BDH, L.P., the "TPG Funds"), which directly holds 5,937,325 common membership interests (the "Units") of GreenSky Holdings, LLC and 5,937,325 shares of Class B Common Stock ("Class B Shares") of the Issuer.

F2: Pursuant to the terms of the Exchange Agreement dated May 23, 2018, TPG Georgia may exchange all or a portion of its Units (with automatic cancellation of an equal number of Class B Shares) for Class A Shares on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).

F3: On each of May 20, 2020 and May 21, 2020, TPG Georgia exchanged 26,147 Units and 120,391 Units, respectively (with automatic cancellation of an equal number of Class B Shares), for Class A Shares on a one-for-one-basis.

F6: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.

F7: 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.

Common Membership Interests and Class B Common StockSEC Table II · derivative / convertible securityIndirectSee Explanation of Responses5,937,325 Reported balance After 2020-05-21 transaction · row 6 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 6 · 2020-05-21 · Conversion · Disposed 120,391 · Balance 5,937,325

F1: David Bonderman and James G. Coulter are the sole shareholders of TPG Growth II Advisors, Inc., which is the general partner of each of (i) TPG Growth II BDH, L.P., which directly holds 1,227,677 shares of Class A Common Stock ("Class A Shares") of GreenSky, Inc. (the "Issuer"), and (ii) TPG Georgia Holdings, L.P. ("TPG Georgia" and, together with TPG Growth II BDH, L.P., the "TPG Funds"), which directly holds 5,937,325 common membership interests (the "Units") of GreenSky Holdings, LLC and 5,937,325 shares of Class B Common Stock ("Class B Shares") of the Issuer.

F2: Pursuant to the terms of the Exchange Agreement dated May 23, 2018, TPG Georgia may exchange all or a portion of its Units (with automatic cancellation of an equal number of Class B Shares) for Class A Shares on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).

F3: On each of May 20, 2020 and May 21, 2020, TPG Georgia exchanged 26,147 Units and 120,391 Units, respectively (with automatic cancellation of an equal number of Class B Shares), for Class A Shares on a one-for-one-basis.

F6: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.

F7: 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.

Filing footnotes · ownership attribution and instrument terms

F1: David Bonderman and James G. Coulter are the sole shareholders of TPG Growth II Advisors, Inc., which is the general partner of each of (i) TPG Growth II BDH, L.P., which directly holds 1,227,677 shares of Class A Common Stock ("Class A Shares") of GreenSky, Inc. (the "Issuer"), and (ii) TPG Georgia Holdings, L.P. ("TPG Georgia" and, together with TPG Growth II BDH, L.P., the "TPG Funds"), which directly holds 5,937,325 common membership interests (the "Units") of GreenSky Holdings, LLC and 5,937,325 shares of Class B Common Stock ("Class B Shares") of the Issuer.

F2: Pursuant to the terms of the Exchange Agreement dated May 23, 2018, TPG Georgia may exchange all or a portion of its Units (with automatic cancellation of an equal number of Class B Shares) for Class A Shares on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).

F3: On each of May 20, 2020 and May 21, 2020, TPG Georgia exchanged 26,147 Units and 120,391 Units, respectively (with automatic cancellation of an equal number of Class B Shares), for Class A Shares on a one-for-one-basis.

F4: The price reported in Column 4 is a weighted average price. These Class A Shares were sold in multiple transactions at prices ranging from $4.16 to $4.49, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "Commission"), upon request, full information regarding the number of Class A Shares sold at each separate price within the range set forth above.

F5: The price reported in Column 4 is a weighted average price. These Class A Shares were sold in multiple transactions at prices ranging from $4.00 to $4.27, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information regarding the number of Class A Shares sold at each separate price within the range set forth above.

F6: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.

F7: 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.

e.l.f. Beauty, Inc.

Report date December 02, 2019 · Filed December 04, 2019

Jointly reported with BONDERMAN DAVID, COULTER JAMES G

Section 16 reporting ended · disclosed 2019-12-04. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectSee Explanation of Responses3,676,418 Reported balance After 2019-12-02 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2019-12-02 · Sale · Disposed 3,565,550 · Balance 3,676,418

F1: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG elf Holdings, L.P. ("TPG elf Holdings"), which directly holds 3,676,418 shares of common stock ("Common Stock") of e.l.f. Beauty, Inc. (the "Issuer").

F2: Because of the relationship between the Reporting Persons and TPG elf Holdings, 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 elf Holdings. Each Reporting Person and TPG elf Holdings disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG elf Holdings's pecuniary interest therein, if any.

F3: TPG elf Holdings has entered into a Second Amended and Restated Stockholders Agreement, dated as of March 3, 2017 (as amended, the "Stockholders Agreement"), with certain other holders (the "Holders") of shares of Common Stock. Because of the relationship between TPG elf Holdings and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the shares of Common Stock held in the aggregate by the Holders. Each Reporting Person and TPG elf Holdings disclaims beneficial ownership of shares of Common Stock held by the Holders.

F4: Pursuant to Rule 16a-1(a)(4) under 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.

Filing footnotes · ownership attribution and instrument terms

F1: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG elf Holdings, L.P. ("TPG elf Holdings"), which directly holds 3,676,418 shares of common stock ("Common Stock") of e.l.f. Beauty, Inc. (the "Issuer").

F2: Because of the relationship between the Reporting Persons and TPG elf Holdings, 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 elf Holdings. Each Reporting Person and TPG elf Holdings disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG elf Holdings's pecuniary interest therein, if any.

F3: TPG elf Holdings has entered into a Second Amended and Restated Stockholders Agreement, dated as of March 3, 2017 (as amended, the "Stockholders Agreement"), with certain other holders (the "Holders") of shares of Common Stock. Because of the relationship between TPG elf Holdings and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the shares of Common Stock held in the aggregate by the Holders. Each Reporting Person and TPG elf Holdings disclaims beneficial ownership of shares of Common Stock held by the Holders.

F4: Pursuant to Rule 16a-1(a)(4) under 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.

Transaction history

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
May 21, 2020 Filed May 22, 2020 16:33 UTC GreenSky, Inc. GSKY · Entity 109154 ConversionCommon Membership Interests and Class B Common Stock · Derivative 120,391 Not disclosed Not disclosed
Disclosure

SEC source: 0001387131-20-005140 · ownership.xml · derivative · entry 6

TPG Growth II Advisors, Inc. · CIK 0001631279 · Former 10% Owner

BONDERMAN DAVID · CIK 0000860866 · Former 10% Owner

COULTER JAMES G · CIK 0001099776 · Former 10% Owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 5,937,325

Underlying: Class A Common Stock · 120,391 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: David Bonderman and James G. Coulter are the sole shareholders of TPG Growth II Advisors, Inc., which is the general partner of each of (i) TPG Growth II BDH, L.P., which directly holds 1,227,677 shares of Class A Common Stock ("Class A Shares") of GreenSky, Inc. (the "Issuer"), and (ii) TPG Georgia Holdings, L.P. ("TPG Georgia" and, together with TPG Growth II BDH, L.P., the "TPG Funds"), which directly holds 5,937,325 common membership interests (the "Units") of GreenSky Holdings, LLC and 5,937,325 shares of Class B Common Stock ("Class B Shares") of the Issuer.

F2 · security: Pursuant to the terms of the Exchange Agreement dated May 23, 2018, TPG Georgia may exchange all or a portion of its Units (with automatic cancellation of an equal number of Class B Shares) for Class A Shares on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).

F3 · security: On each of May 20, 2020 and May 21, 2020, TPG Georgia exchanged 26,147 Units and 120,391 Units, respectively (with automatic cancellation of an equal number of Class B Shares), for Class A Shares on a one-for-one-basis.

F2 · derivative.exercise_price: Pursuant to the terms of the Exchange Agreement dated May 23, 2018, TPG Georgia may exchange all or a portion of its Units (with automatic cancellation of an equal number of Class B Shares) for Class A Shares on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).

F3 · derivative.exercise_price: On each of May 20, 2020 and May 21, 2020, TPG Georgia exchanged 26,147 Units and 120,391 Units, respectively (with automatic cancellation of an equal number of Class B Shares), for Class A Shares on a one-for-one-basis.

F2 · price: Pursuant to the terms of the Exchange Agreement dated May 23, 2018, TPG Georgia may exchange all or a portion of its Units (with automatic cancellation of an equal number of Class B Shares) for Class A Shares on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).

F3 · price: On each of May 20, 2020 and May 21, 2020, TPG Georgia exchanged 26,147 Units and 120,391 Units, respectively (with automatic cancellation of an equal number of Class B Shares), for Class A Shares on a one-for-one-basis.

F2 · derivative.exercise_date: Pursuant to the terms of the Exchange Agreement dated May 23, 2018, TPG Georgia may exchange all or a portion of its Units (with automatic cancellation of an equal number of Class B Shares) for Class A Shares on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).

F2 · derivative.expiration_date: Pursuant to the terms of the Exchange Agreement dated May 23, 2018, TPG Georgia may exchange all or a portion of its Units (with automatic cancellation of an equal number of Class B Shares) for Class A Shares on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).

F1 · ownership.nature: David Bonderman and James G. Coulter are the sole shareholders of TPG Growth II Advisors, Inc., which is the general partner of each of (i) TPG Growth II BDH, L.P., which directly holds 1,227,677 shares of Class A Common Stock ("Class A Shares") of GreenSky, Inc. (the "Issuer"), and (ii) TPG Georgia Holdings, L.P. ("TPG Georgia" and, together with TPG Growth II BDH, L.P., the "TPG Funds"), which directly holds 5,937,325 common membership interests (the "Units") of GreenSky Holdings, LLC and 5,937,325 shares of Class B Common Stock ("Class B Shares") of the Issuer.

F2 · ownership.nature: Pursuant to the terms of the Exchange Agreement dated May 23, 2018, TPG Georgia may exchange all or a portion of its Units (with automatic cancellation of an equal number of Class B Shares) for Class A Shares on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).

F6 · ownership.nature: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.

F7 · ownership.nature: 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.

Read SEC document
May 21, 2020 Filed May 22, 2020 16:33 UTC GreenSky, Inc. GSKY · Entity 109154 SaleClass A Common Stock 145,285 $4.07 $590,699.75
Disclosure

SEC source: 0001387131-20-005140 · ownership.xml · nonDerivative · entry 4

TPG Growth II Advisors, Inc. · CIK 0001631279 · Former 10% Owner

BONDERMAN DAVID · CIK 0000860866 · Former 10% Owner

COULTER JAMES G · CIK 0001099776 · Former 10% Owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 1,227,677

F5 · price: The price reported in Column 4 is a weighted average price. These Class A Shares were sold in multiple transactions at prices ranging from $4.00 to $4.27, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Commission, upon request, full information regarding the number of Class A Shares sold at each separate price within the range set forth above.

F1 · ownership.nature: David Bonderman and James G. Coulter are the sole shareholders of TPG Growth II Advisors, Inc., which is the general partner of each of (i) TPG Growth II BDH, L.P., which directly holds 1,227,677 shares of Class A Common Stock ("Class A Shares") of GreenSky, Inc. (the "Issuer"), and (ii) TPG Georgia Holdings, L.P. ("TPG Georgia" and, together with TPG Growth II BDH, L.P., the "TPG Funds"), which directly holds 5,937,325 common membership interests (the "Units") of GreenSky Holdings, LLC and 5,937,325 shares of Class B Common Stock ("Class B Shares") of the Issuer.

F6 · ownership.nature: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.

F7 · ownership.nature: 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.

Read SEC document
May 21, 2020 Filed May 22, 2020 16:33 UTC GreenSky, Inc. GSKY · Entity 109154 ConversionClass A Common Stock 120,391 Not disclosed Not disclosed
Disclosure

SEC source: 0001387131-20-005140 · ownership.xml · nonDerivative · entry 3

TPG Growth II Advisors, Inc. · CIK 0001631279 · Former 10% Owner

BONDERMAN DAVID · CIK 0000860866 · Former 10% Owner

COULTER JAMES G · CIK 0001099776 · Former 10% Owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 1,372,962

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · price: Pursuant to the terms of the Exchange Agreement dated May 23, 2018, TPG Georgia may exchange all or a portion of its Units (with automatic cancellation of an equal number of Class B Shares) for Class A Shares on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).

F3 · price: On each of May 20, 2020 and May 21, 2020, TPG Georgia exchanged 26,147 Units and 120,391 Units, respectively (with automatic cancellation of an equal number of Class B Shares), for Class A Shares on a one-for-one-basis.

F1 · ownership.nature: David Bonderman and James G. Coulter are the sole shareholders of TPG Growth II Advisors, Inc., which is the general partner of each of (i) TPG Growth II BDH, L.P., which directly holds 1,227,677 shares of Class A Common Stock ("Class A Shares") of GreenSky, Inc. (the "Issuer"), and (ii) TPG Georgia Holdings, L.P. ("TPG Georgia" and, together with TPG Growth II BDH, L.P., the "TPG Funds"), which directly holds 5,937,325 common membership interests (the "Units") of GreenSky Holdings, LLC and 5,937,325 shares of Class B Common Stock ("Class B Shares") of the Issuer.

F6 · ownership.nature: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.

F7 · ownership.nature: 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.

Read SEC document
May 20, 2020 Filed May 22, 2020 16:33 UTC GreenSky, Inc. GSKY · Entity 109154 ConversionCommon Membership Interests and Class B Common Stock · Derivative 26,147 Not disclosed Not disclosed
Disclosure

SEC source: 0001387131-20-005140 · ownership.xml · derivative · entry 5

TPG Growth II Advisors, Inc. · CIK 0001631279 · Former 10% Owner

BONDERMAN DAVID · CIK 0000860866 · Former 10% Owner

COULTER JAMES G · CIK 0001099776 · Former 10% Owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 6,057,716

Underlying: Class A Common Stock · 26,147 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: David Bonderman and James G. Coulter are the sole shareholders of TPG Growth II Advisors, Inc., which is the general partner of each of (i) TPG Growth II BDH, L.P., which directly holds 1,227,677 shares of Class A Common Stock ("Class A Shares") of GreenSky, Inc. (the "Issuer"), and (ii) TPG Georgia Holdings, L.P. ("TPG Georgia" and, together with TPG Growth II BDH, L.P., the "TPG Funds"), which directly holds 5,937,325 common membership interests (the "Units") of GreenSky Holdings, LLC and 5,937,325 shares of Class B Common Stock ("Class B Shares") of the Issuer.

F2 · security: Pursuant to the terms of the Exchange Agreement dated May 23, 2018, TPG Georgia may exchange all or a portion of its Units (with automatic cancellation of an equal number of Class B Shares) for Class A Shares on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).

F3 · security: On each of May 20, 2020 and May 21, 2020, TPG Georgia exchanged 26,147 Units and 120,391 Units, respectively (with automatic cancellation of an equal number of Class B Shares), for Class A Shares on a one-for-one-basis.

F2 · derivative.exercise_price: Pursuant to the terms of the Exchange Agreement dated May 23, 2018, TPG Georgia may exchange all or a portion of its Units (with automatic cancellation of an equal number of Class B Shares) for Class A Shares on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).

F3 · derivative.exercise_price: On each of May 20, 2020 and May 21, 2020, TPG Georgia exchanged 26,147 Units and 120,391 Units, respectively (with automatic cancellation of an equal number of Class B Shares), for Class A Shares on a one-for-one-basis.

F2 · price: Pursuant to the terms of the Exchange Agreement dated May 23, 2018, TPG Georgia may exchange all or a portion of its Units (with automatic cancellation of an equal number of Class B Shares) for Class A Shares on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).

F3 · price: On each of May 20, 2020 and May 21, 2020, TPG Georgia exchanged 26,147 Units and 120,391 Units, respectively (with automatic cancellation of an equal number of Class B Shares), for Class A Shares on a one-for-one-basis.

F2 · derivative.exercise_date: Pursuant to the terms of the Exchange Agreement dated May 23, 2018, TPG Georgia may exchange all or a portion of its Units (with automatic cancellation of an equal number of Class B Shares) for Class A Shares on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).

F2 · derivative.expiration_date: Pursuant to the terms of the Exchange Agreement dated May 23, 2018, TPG Georgia may exchange all or a portion of its Units (with automatic cancellation of an equal number of Class B Shares) for Class A Shares on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).

F1 · ownership.nature: David Bonderman and James G. Coulter are the sole shareholders of TPG Growth II Advisors, Inc., which is the general partner of each of (i) TPG Growth II BDH, L.P., which directly holds 1,227,677 shares of Class A Common Stock ("Class A Shares") of GreenSky, Inc. (the "Issuer"), and (ii) TPG Georgia Holdings, L.P. ("TPG Georgia" and, together with TPG Growth II BDH, L.P., the "TPG Funds"), which directly holds 5,937,325 common membership interests (the "Units") of GreenSky Holdings, LLC and 5,937,325 shares of Class B Common Stock ("Class B Shares") of the Issuer.

F2 · ownership.nature: Pursuant to the terms of the Exchange Agreement dated May 23, 2018, TPG Georgia may exchange all or a portion of its Units (with automatic cancellation of an equal number of Class B Shares) for Class A Shares on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).

F6 · ownership.nature: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.

F7 · ownership.nature: 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.

Read SEC document
May 20, 2020 Filed May 22, 2020 16:33 UTC GreenSky, Inc. GSKY · Entity 109154 SaleClass A Common Stock 31,553 $4.23 $133,333.51
Disclosure

SEC source: 0001387131-20-005140 · ownership.xml · nonDerivative · entry 2

TPG Growth II Advisors, Inc. · CIK 0001631279 · Former 10% Owner

BONDERMAN DAVID · CIK 0000860866 · Former 10% Owner

COULTER JAMES G · CIK 0001099776 · Former 10% Owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 1,252,571

F4 · price: The price reported in Column 4 is a weighted average price. These Class A Shares were sold in multiple transactions at prices ranging from $4.16 to $4.49, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "Commission"), upon request, full information regarding the number of Class A Shares sold at each separate price within the range set forth above.

F1 · ownership.nature: David Bonderman and James G. Coulter are the sole shareholders of TPG Growth II Advisors, Inc., which is the general partner of each of (i) TPG Growth II BDH, L.P., which directly holds 1,227,677 shares of Class A Common Stock ("Class A Shares") of GreenSky, Inc. (the "Issuer"), and (ii) TPG Georgia Holdings, L.P. ("TPG Georgia" and, together with TPG Growth II BDH, L.P., the "TPG Funds"), which directly holds 5,937,325 common membership interests (the "Units") of GreenSky Holdings, LLC and 5,937,325 shares of Class B Common Stock ("Class B Shares") of the Issuer.

F6 · ownership.nature: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.

F7 · ownership.nature: 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.

Read SEC document
May 20, 2020 Filed May 22, 2020 16:33 UTC GreenSky, Inc. GSKY · Entity 109154 ConversionClass A Common Stock 26,147 Not disclosed Not disclosed
Disclosure

SEC source: 0001387131-20-005140 · ownership.xml · nonDerivative · entry 1

TPG Growth II Advisors, Inc. · CIK 0001631279 · Former 10% Owner

BONDERMAN DAVID · CIK 0000860866 · Former 10% Owner

COULTER JAMES G · CIK 0001099776 · Former 10% Owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 1,284,124

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · price: Pursuant to the terms of the Exchange Agreement dated May 23, 2018, TPG Georgia may exchange all or a portion of its Units (with automatic cancellation of an equal number of Class B Shares) for Class A Shares on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).

F3 · price: On each of May 20, 2020 and May 21, 2020, TPG Georgia exchanged 26,147 Units and 120,391 Units, respectively (with automatic cancellation of an equal number of Class B Shares), for Class A Shares on a one-for-one-basis.

F1 · ownership.nature: David Bonderman and James G. Coulter are the sole shareholders of TPG Growth II Advisors, Inc., which is the general partner of each of (i) TPG Growth II BDH, L.P., which directly holds 1,227,677 shares of Class A Common Stock ("Class A Shares") of GreenSky, Inc. (the "Issuer"), and (ii) TPG Georgia Holdings, L.P. ("TPG Georgia" and, together with TPG Growth II BDH, L.P., the "TPG Funds"), which directly holds 5,937,325 common membership interests (the "Units") of GreenSky Holdings, LLC and 5,937,325 shares of Class B Common Stock ("Class B Shares") of the Issuer.

F6 · ownership.nature: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.

F7 · ownership.nature: 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.

Read SEC document
December 02, 2019 Filed Dec 4, 2019 19:28 UTC e.l.f. Beauty, Inc. ELF · Entity 2379 SaleCommon Stock 3,565,550 $15.73 $56,086,101.50
Disclosure

SEC source: 0001387131-19-009354 · elf-form4_120219.xml · nonDerivative · entry 1

TPG Growth II Advisors, Inc. · CIK 0001631279 · Former 10% Owner

BONDERMAN DAVID · CIK 0000860866 · Former 10% Owner

COULTER JAMES G · CIK 0001099776 · Former 10% Owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 3,676,418

F1 · ownership.nature: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG elf Holdings, L.P. ("TPG elf Holdings"), which directly holds 3,676,418 shares of common stock ("Common Stock") of e.l.f. Beauty, Inc. (the "Issuer").

F2 · ownership.nature: Because of the relationship between the Reporting Persons and TPG elf Holdings, 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 elf Holdings. Each Reporting Person and TPG elf Holdings disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG elf Holdings's pecuniary interest therein, if any.

F3 · ownership.nature: TPG elf Holdings has entered into a Second Amended and Restated Stockholders Agreement, dated as of March 3, 2017 (as amended, the "Stockholders Agreement"), with certain other holders (the "Holders") of shares of Common Stock. Because of the relationship between TPG elf Holdings and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the shares of Common Stock held in the aggregate by the Holders. Each Reporting Person and TPG elf Holdings disclaims beneficial ownership of shares of Common Stock held by the Holders.

F4 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under 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.

Read SEC document
August 28, 2019 Filed Aug 30, 2019 17:16 UTC e.l.f. Beauty, Inc. ELF · Entity 2379 SaleCommon Stock 3,268,860 $16.73 $54,688,027.80
Disclosure

SEC source: 0001387131-19-006593 · elf-form4_082819.xml · nonDerivative · entry 1

TPG Growth II Advisors, Inc. · CIK 0001631279 · 10% owner

BONDERMAN DAVID · CIK 0000860866 · 10% owner

COULTER JAMES G · CIK 0001099776 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 7,241,968

F1 · ownership.nature: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG elf Holdings, L.P. ("TPG elf Holdings"), which directly holds 7,241,968 shares of common stock ("Common Stock") of e.l.f. Beauty, Inc. (the "Issuer").

F2 · ownership.nature: Because of the relationship between the Reporting Persons and TPG elf Holdings, 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 elf Holdings. Each Reporting Person and TPG elf Holdings disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG elf Holdings's pecuniary interest therein, if any.

F3 · ownership.nature: TPG elf Holdings has entered into a Second Amended and Restated Stockholders Agreement, dated as of March 3, 2017 (as amended, the "Stockholders Agreement"), with certain other holders (the "Holders") of shares of Common Stock. Because of the relationship between TPG elf Holdings and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the shares of Common Stock held in the aggregate by the Holders. Each Reporting Person and TPG elf Holdings disclaims beneficial ownership of shares of Common Stock held by the Holders.

F4 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under 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.

Read SEC document
May 28, 2019 Filed May 30, 2019 16:25 UTC e.l.f. Beauty, Inc. ELF · Entity 2379 SaleCommon Stock 3,000,000 $10.75 $32,250,000.00
Disclosure

SEC source: 0001387131-19-004073 · tpg_form4.xml · nonDerivative · entry 1

TPG Growth II Advisors, Inc. · CIK 0001631279 · 10% owner

BONDERMAN DAVID · CIK 0000860866 · 10% owner

COULTER JAMES G · CIK 0001099776 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 10,510,828

F1 · ownership.nature: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG elf Holdings, L.P. ("TPG elf Holdings"), which directly holds 10,510,828 shares of common stock ("Common Stock") of e.l.f. Beauty, Inc. (the "Issuer").

F2 · ownership.nature: Because of the relationship between the Reporting Persons and TPG elf Holdings, 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 elf Holdings. Each Reporting Person and TPG elf Holdings disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG elf Holdings's pecuniary interest therein, if any.

F3 · ownership.nature: TPG elf Holdings has entered into a Second Amended and Restated Stockholders Agreement, dated as of March 3, 2017 (as amended, the "Stockholders Agreement"), with certain other holders (the "Holders") of shares of Common Stock. Because of the relationship between TPG elf Holdings and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the shares of Common Stock held in the aggregate by the Holders. Each Reporting Person and TPG elf Holdings disclaims beneficial ownership of shares of Common Stock held by the Holders.

F4 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under 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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May 29, 2018 Filed May 31, 2018 16:43 UTC GreenSky, Inc. GSKY · Entity 109154 OtherCommon Membership Interests and Class B Common Stock · Derivative 2,292,845 $21.85 $50,098,663.25
Disclosure

SEC source: 0000903423-18-000313 · tpgrowthadiigreensky4.xml · derivative · entry 2

TPG Growth II Advisors, Inc. · CIK 0001631279 · 10% owner

BONDERMAN DAVID · CIK 0000860866 · 10% owner

COULTER JAMES G · CIK 0001099776 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 6,083,863

Underlying: Class A Common Stock · 2,292,845 shares

Expires not disclosed

F1 · security: David Bonderman and James G. Coulter are the sole shareholders of TPG Growth II Advisors, Inc., which is the general partner of each of (i) TPG Growth II BDH, L.P., which directly holds 1,257,977 shares of Class A Common Stock ("Class A Shares") of GreenSky, Inc. (the "Issuer"), and (ii) TPG Georgia Holdings, L.P. ("TPG Georgia" and, together with TPG Growth II BDH, L.P., the "TPG Funds"), which directly holds 6,083,863 common membership interests (the "Units") of GreenSky Holdings, LLC and 6,083,863 shares of Class B Common Stock ("Class B Shares") of the Issuer.

F3 · security: Pursuant to the terms of the Exchange Agreement dated May 23, 2018, TPG Georgia may exchange all or a portion of its Units (with automatic cancellation of an equal number of Class B Shares) for Class A Shares on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).

F3 · derivative.exercise_price: Pursuant to the terms of the Exchange Agreement dated May 23, 2018, TPG Georgia may exchange all or a portion of its Units (with automatic cancellation of an equal number of Class B Shares) for Class A Shares on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).

F2 · kind: On May 29, 2018, in connection with the closing of the Issuer's initial public offering, the Issuer redeemed 474,098 of the TPG Fund's Class A Shares at a price of $21.85 per Class A Share and purchased from the TPG Funds 2,292,845 Units at a price of $21.85 per Unit.

F3 · derivative.exercise_date: Pursuant to the terms of the Exchange Agreement dated May 23, 2018, TPG Georgia may exchange all or a portion of its Units (with automatic cancellation of an equal number of Class B Shares) for Class A Shares on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).

F3 · derivative.expiration_date: Pursuant to the terms of the Exchange Agreement dated May 23, 2018, TPG Georgia may exchange all or a portion of its Units (with automatic cancellation of an equal number of Class B Shares) for Class A Shares on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).

F1 · ownership.nature: David Bonderman and James G. Coulter are the sole shareholders of TPG Growth II Advisors, Inc., which is the general partner of each of (i) TPG Growth II BDH, L.P., which directly holds 1,257,977 shares of Class A Common Stock ("Class A Shares") of GreenSky, Inc. (the "Issuer"), and (ii) TPG Georgia Holdings, L.P. ("TPG Georgia" and, together with TPG Growth II BDH, L.P., the "TPG Funds"), which directly holds 6,083,863 common membership interests (the "Units") of GreenSky Holdings, LLC and 6,083,863 shares of Class B Common Stock ("Class B Shares") of the Issuer.

F3 · ownership.nature: Pursuant to the terms of the Exchange Agreement dated May 23, 2018, TPG Georgia may exchange all or a portion of its Units (with automatic cancellation of an equal number of Class B Shares) for Class A Shares on a one-for-one basis, subject to customary adjustments, or, at the option of the Issuer, cash (based on the then-market value of the Class A Shares).

F4 · ownership.nature: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.

F5 · ownership.nature: 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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May 29, 2018 Filed May 31, 2018 16:43 UTC GreenSky, Inc. GSKY · Entity 109154 OtherClass A Common Stock 474,098 $21.85 $10,359,041.30
Disclosure

SEC source: 0000903423-18-000313 · tpgrowthadiigreensky4.xml · nonDerivative · entry 1

TPG Growth II Advisors, Inc. · CIK 0001631279 · 10% owner

BONDERMAN DAVID · CIK 0000860866 · 10% owner

COULTER JAMES G · CIK 0001099776 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 1,257,977

F2 · kind: On May 29, 2018, in connection with the closing of the Issuer's initial public offering, the Issuer redeemed 474,098 of the TPG Fund's Class A Shares at a price of $21.85 per Class A Share and purchased from the TPG Funds 2,292,845 Units at a price of $21.85 per Unit.

F1 · ownership.nature: David Bonderman and James G. Coulter are the sole shareholders of TPG Growth II Advisors, Inc., which is the general partner of each of (i) TPG Growth II BDH, L.P., which directly holds 1,257,977 shares of Class A Common Stock ("Class A Shares") of GreenSky, Inc. (the "Issuer"), and (ii) TPG Georgia Holdings, L.P. ("TPG Georgia" and, together with TPG Growth II BDH, L.P., the "TPG Funds"), which directly holds 6,083,863 common membership interests (the "Units") of GreenSky Holdings, LLC and 6,083,863 shares of Class B Common Stock ("Class B Shares") of the Issuer.

F4 · ownership.nature: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.

F5 · ownership.nature: 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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June 28, 2017 Filed Jun 30, 2017 16:39 UTC Evolent Health, Inc. EVH · Entity 5492 ConversionClass B Units and Class B Common Stock · Derivative 3,619,531 Not disclosed Not disclosed
Disclosure

SEC source: 0000903423-17-000440 · tpgrowthadii4evolent.xml · derivative · entry 3

TPG Growth II Advisors, Inc. · CIK 0001631279 · 10% owner · May be deemed 10% Owner (7)(8)

BONDERMAN DAVID · CIK 0000860866 · 10% owner · May be deemed 10% Owner (7)(8)

COULTER JAMES G · CIK 0001099776 · 10% owner · May be deemed 10% Owner (7)(8)

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 659,970

Underlying: Class A Common Stock · 3,619,531 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: TPG Eagle Holdings, L.P. ("TPG Eagle") holds an aggregate of 659,970 Class B Common Units (the "Class B Units") of Evolent Health LLC and 659,970 shares of Class B Common Stock (the "Class B Shares") of Evolent Health, Inc. ("the Issuer").

F2 · security: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F3 · security: On June 28, 2017, TPG Eagle exchanged 3,619,531 Class B Units (along with 3,619,531 Class B Shares) for Class A Shares on a one-for-one basis.

F2 · derivative.exercise_price: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F3 · derivative.exercise_price: On June 28, 2017, TPG Eagle exchanged 3,619,531 Class B Units (along with 3,619,531 Class B Shares) for Class A Shares on a one-for-one basis.

F2 · price: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F3 · price: On June 28, 2017, TPG Eagle exchanged 3,619,531 Class B Units (along with 3,619,531 Class B Shares) for Class A Shares on a one-for-one basis.

F2 · derivative.exercise_date: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F2 · derivative.expiration_date: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F1 · ownership.nature: TPG Eagle Holdings, L.P. ("TPG Eagle") holds an aggregate of 659,970 Class B Common Units (the "Class B Units") of Evolent Health LLC and 659,970 shares of Class B Common Stock (the "Class B Shares") of Evolent Health, Inc. ("the Issuer").

F2 · ownership.nature: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F5 · ownership.nature: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of each of the TPG Funds.

F6 · ownership.nature: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each Reporting Person and TPG Fund disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG Fund's pecuniary interest therein, if any.

F7 · ownership.nature: The TPG Funds have entered into a Stockholders Agreement, dated as of June 4, 2015 (as supplemented and amended, the "Stockholders Agreement"), with certain other holders (the "Holders") of Class A Shares, Class B Shares and Class B Units. Because of the relationship between the TPG Funds and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Class A Shares, Class B Shares and Class B Units held in the aggregate by the Holders. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the Class A Shares, Class B Shares and Class B Units held by the Holders.

F8 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under 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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June 28, 2017 Filed Jun 30, 2017 16:39 UTC Evolent Health, Inc. EVH · Entity 5492 SaleClass A Common Stock 4,279,325 $25.87 $110,706,137.75
Disclosure

SEC source: 0000903423-17-000440 · tpgrowthadii4evolent.xml · nonDerivative · entry 2

TPG Growth II Advisors, Inc. · CIK 0001631279 · 10% owner · May be deemed 10% Owner (7)(8)

BONDERMAN DAVID · CIK 0000860866 · 10% owner · May be deemed 10% Owner (7)(8)

COULTER JAMES G · CIK 0001099776 · 10% owner · May be deemed 10% Owner (7)(8)

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 120,304

F4 · ownership.nature: TPG Growth II BDH, L.P. ("Growth II BDH" and, together with TPG Eagle, the "TPG Funds") holds an aggregate of 120,304 Class A Shares.

F5 · ownership.nature: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of each of the TPG Funds.

F6 · ownership.nature: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each Reporting Person and TPG Fund disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG Fund's pecuniary interest therein, if any.

F7 · ownership.nature: The TPG Funds have entered into a Stockholders Agreement, dated as of June 4, 2015 (as supplemented and amended, the "Stockholders Agreement"), with certain other holders (the "Holders") of Class A Shares, Class B Shares and Class B Units. Because of the relationship between the TPG Funds and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Class A Shares, Class B Shares and Class B Units held in the aggregate by the Holders. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the Class A Shares, Class B Shares and Class B Units held by the Holders.

F8 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under 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.

Read SEC document
June 28, 2017 Filed Jun 30, 2017 16:39 UTC Evolent Health, Inc. EVH · Entity 5492 ConversionClass A Common Stock 3,619,531 Not disclosed Not disclosed
Disclosure

SEC source: 0000903423-17-000440 · tpgrowthadii4evolent.xml · nonDerivative · entry 1

TPG Growth II Advisors, Inc. · CIK 0001631279 · 10% owner · May be deemed 10% Owner (7)(8)

BONDERMAN DAVID · CIK 0000860866 · 10% owner · May be deemed 10% Owner (7)(8)

COULTER JAMES G · CIK 0001099776 · 10% owner · May be deemed 10% Owner (7)(8)

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 4,399,629

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · price: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F3 · price: On June 28, 2017, TPG Eagle exchanged 3,619,531 Class B Units (along with 3,619,531 Class B Shares) for Class A Shares on a one-for-one basis.

F4 · ownership.nature: TPG Growth II BDH, L.P. ("Growth II BDH" and, together with TPG Eagle, the "TPG Funds") holds an aggregate of 120,304 Class A Shares.

F5 · ownership.nature: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of each of the TPG Funds.

F6 · ownership.nature: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each Reporting Person and TPG Fund disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG Fund's pecuniary interest therein, if any.

F7 · ownership.nature: The TPG Funds have entered into a Stockholders Agreement, dated as of June 4, 2015 (as supplemented and amended, the "Stockholders Agreement"), with certain other holders (the "Holders") of Class A Shares, Class B Shares and Class B Units. Because of the relationship between the TPG Funds and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Class A Shares, Class B Shares and Class B Units held in the aggregate by the Holders. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the Class A Shares, Class B Shares and Class B Units held by the Holders.

F8 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under 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.

Read SEC document
May 19, 2017 Filed May 23, 2017 16:55 UTC Evolent Health, Inc. EVH · Entity 5492 ConversionClass B Units and Class B Common Stock · Derivative 2,606,609 Not disclosed Not disclosed
Disclosure

SEC source: 0000903423-17-000376 · tpgrowthadii4evolent.xml · derivative · entry 3

TPG Growth II Advisors, Inc. · CIK 0001631279 · 10% owner · May be deemed 10% Owner (7)(8)

BONDERMAN DAVID · CIK 0000860866 · 10% owner · May be deemed 10% Owner (7)(8)

COULTER JAMES G · CIK 0001099776 · 10% owner · May be deemed 10% Owner (7)(8)

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 4,279,501

Underlying: Class A Common Stock · 2,606,609 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: TPG Eagle Holdings, L.P. ("TPG Eagle") holds an aggregate of 4,279,501 Class B Common Units (the "Class B Units") of Evolent Health LLC and 4,279,501 shares of Class B Common Stock (the "Class B Shares") of Evolent Health, Inc. (the "Issuer").

F2 · security: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F3 · security: On May 19, 2017, TPG Eagle exchanged 2,606,609 Class B Units (along with 2,606,609 Class B Shares) for Class A Shares on a one-for-one basis.

F2 · derivative.exercise_price: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F3 · derivative.exercise_price: On May 19, 2017, TPG Eagle exchanged 2,606,609 Class B Units (along with 2,606,609 Class B Shares) for Class A Shares on a one-for-one basis.

F2 · price: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F3 · price: On May 19, 2017, TPG Eagle exchanged 2,606,609 Class B Units (along with 2,606,609 Class B Shares) for Class A Shares on a one-for-one basis.

F2 · derivative.exercise_date: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F2 · derivative.expiration_date: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F1 · ownership.nature: TPG Eagle Holdings, L.P. ("TPG Eagle") holds an aggregate of 4,279,501 Class B Common Units (the "Class B Units") of Evolent Health LLC and 4,279,501 shares of Class B Common Stock (the "Class B Shares") of Evolent Health, Inc. (the "Issuer").

F2 · ownership.nature: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F5 · ownership.nature: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of each of the TPG Funds.

F6 · ownership.nature: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each Reporting Person and TPG Fund disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG Fund's pecuniary interest therein, if any.

F7 · ownership.nature: The TPG Funds have entered into a Stockholders Agreement, dated as of June 4, 2015 (as supplemented and amended, the "Stockholders Agreement"), with certain other holders (the "Holders") of Class A Shares, Class B Shares and Class B Units. Because of the relationship between the TPG Funds and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Class A Shares, Class B Shares and Class B Units held in the aggregate by the Holders. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the Class A Shares, Class B Shares and Class B Units held by the Holders.

F8 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under 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.

Read SEC document
May 19, 2017 Filed May 23, 2017 16:55 UTC Evolent Health, Inc. EVH · Entity 5492 SaleClass A Common Stock 3,081,760 $24.30 $74,886,768.00
Disclosure

SEC source: 0000903423-17-000376 · tpgrowthadii4evolent.xml · nonDerivative · entry 2

TPG Growth II Advisors, Inc. · CIK 0001631279 · 10% owner · May be deemed 10% Owner (7)(8)

BONDERMAN DAVID · CIK 0000860866 · 10% owner · May be deemed 10% Owner (7)(8)

COULTER JAMES G · CIK 0001099776 · 10% owner · May be deemed 10% Owner (7)(8)

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 780,098

F4 · ownership.nature: TPG Growth II BDH, L.P. ("Growth II BDH" and, together with TPG Eagle, the "TPG Funds") holds an aggregate of 780,098 Class A Shares.

F5 · ownership.nature: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of each of the TPG Funds.

F6 · ownership.nature: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each Reporting Person and TPG Fund disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG Fund's pecuniary interest therein, if any.

F7 · ownership.nature: The TPG Funds have entered into a Stockholders Agreement, dated as of June 4, 2015 (as supplemented and amended, the "Stockholders Agreement"), with certain other holders (the "Holders") of Class A Shares, Class B Shares and Class B Units. Because of the relationship between the TPG Funds and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Class A Shares, Class B Shares and Class B Units held in the aggregate by the Holders. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the Class A Shares, Class B Shares and Class B Units held by the Holders.

F8 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under 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.

Read SEC document
May 19, 2017 Filed May 23, 2017 16:55 UTC Evolent Health, Inc. EVH · Entity 5492 ConversionClass A Common Stock 2,606,609 Not disclosed Not disclosed
Disclosure

SEC source: 0000903423-17-000376 · tpgrowthadii4evolent.xml · nonDerivative · entry 1

TPG Growth II Advisors, Inc. · CIK 0001631279 · 10% owner · May be deemed 10% Owner (7)(8)

BONDERMAN DAVID · CIK 0000860866 · 10% owner · May be deemed 10% Owner (7)(8)

COULTER JAMES G · CIK 0001099776 · 10% owner · May be deemed 10% Owner (7)(8)

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 3,861,858

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · price: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F3 · price: On May 19, 2017, TPG Eagle exchanged 2,606,609 Class B Units (along with 2,606,609 Class B Shares) for Class A Shares on a one-for-one basis.

F4 · ownership.nature: TPG Growth II BDH, L.P. ("Growth II BDH" and, together with TPG Eagle, the "TPG Funds") holds an aggregate of 780,098 Class A Shares.

F5 · ownership.nature: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of each of the TPG Funds.

F6 · ownership.nature: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each Reporting Person and TPG Fund disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG Fund's pecuniary interest therein, if any.

F7 · ownership.nature: The TPG Funds have entered into a Stockholders Agreement, dated as of June 4, 2015 (as supplemented and amended, the "Stockholders Agreement"), with certain other holders (the "Holders") of Class A Shares, Class B Shares and Class B Units. Because of the relationship between the TPG Funds and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Class A Shares, Class B Shares and Class B Units held in the aggregate by the Holders. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the Class A Shares, Class B Shares and Class B Units held by the Holders.

F8 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under 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.

Read SEC document
May 01, 2017 Filed May 3, 2017 16:45 UTC Evolent Health, Inc. EVH · Entity 5492 ConversionClass B Units and Class B Common Stock · Derivative 317,023 Not disclosed Not disclosed
Disclosure

SEC source: 0000903423-17-000291 · tpgrowthadii4.xml · derivative · entry 3

TPG Growth II Advisors, Inc. · CIK 0001631279 · 10% owner

BONDERMAN DAVID · CIK 0000860866 · 10% owner

COULTER JAMES G · CIK 0001099776 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 6,886,110

Underlying: Class A Common Stock · 317,023 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: TPG Eagle Holdings, L.P. ("TPG Eagle") holds an aggregate of 6,886,110 Class B Common Units (the "Class B Units") of Evolent Health LLC and 6,886,110 shares of Class B Common Stock (the "Class B Shares") of Evolent Health, Inc. (the "Issuer").

F2 · security: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F3 · security: On May 1, 2017, TPG Eagle exchanged 317,023 Class B Units (along with 317,023 Class B Shares) for Class A Shares on a one-for-one basis.

F2 · derivative.exercise_price: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F3 · derivative.exercise_price: On May 1, 2017, TPG Eagle exchanged 317,023 Class B Units (along with 317,023 Class B Shares) for Class A Shares on a one-for-one basis.

F2 · price: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F3 · price: On May 1, 2017, TPG Eagle exchanged 317,023 Class B Units (along with 317,023 Class B Shares) for Class A Shares on a one-for-one basis.

F2 · derivative.exercise_date: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F2 · derivative.expiration_date: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F1 · ownership.nature: TPG Eagle Holdings, L.P. ("TPG Eagle") holds an aggregate of 6,886,110 Class B Common Units (the "Class B Units") of Evolent Health LLC and 6,886,110 shares of Class B Common Stock (the "Class B Shares") of Evolent Health, Inc. (the "Issuer").

F2 · ownership.nature: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F5 · ownership.nature: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of each of the TPG Funds.

F6 · ownership.nature: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each Reporting Person and TPG Fund disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG Fund's pecuniary interest therein, if any.

F7 · ownership.nature: The TPG Funds have entered into a Stockholders Agreement, dated as of June 4, 2015 (as supplemented and amended, the "Stockholders Agreement"), with certain other holders (the "Holders") of Class A Shares, Class B Shares and Class B Units. Because of the relationship between the TPG Funds and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Class A Shares, Class B Shares and Class B Units held in the aggregate by the Holders. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the Class A Shares, Class B Shares and Class B Units held by the Holders.

F8 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under 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.

Read SEC document
May 01, 2017 Filed May 3, 2017 16:45 UTC Evolent Health, Inc. EVH · Entity 5492 SaleClass A Common Stock 374,812 $19.53 $7,320,078.36
Disclosure

SEC source: 0000903423-17-000291 · tpgrowthadii4.xml · nonDerivative · entry 2

TPG Growth II Advisors, Inc. · CIK 0001631279 · 10% owner

BONDERMAN DAVID · CIK 0000860866 · 10% owner

COULTER JAMES G · CIK 0001099776 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 1,255,249

F4 · ownership.nature: TPG Growth II BDH, L.P. ("Growth II BDH" and, together with TPG Eagle, the "TPG Funds") holds an aggregate of 1,255,249 Class A Shares.

F5 · ownership.nature: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of each of the TPG Funds.

F6 · ownership.nature: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each Reporting Person and TPG Fund disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG Fund's pecuniary interest therein, if any.

F7 · ownership.nature: The TPG Funds have entered into a Stockholders Agreement, dated as of June 4, 2015 (as supplemented and amended, the "Stockholders Agreement"), with certain other holders (the "Holders") of Class A Shares, Class B Shares and Class B Units. Because of the relationship between the TPG Funds and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Class A Shares, Class B Shares and Class B Units held in the aggregate by the Holders. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the Class A Shares, Class B Shares and Class B Units held by the Holders.

F8 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under 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.

Read SEC document
May 01, 2017 Filed May 3, 2017 16:45 UTC Evolent Health, Inc. EVH · Entity 5492 ConversionClass A Common Stock 317,023 Not disclosed Not disclosed
Disclosure

SEC source: 0000903423-17-000291 · tpgrowthadii4.xml · nonDerivative · entry 1

TPG Growth II Advisors, Inc. · CIK 0001631279 · 10% owner

BONDERMAN DAVID · CIK 0000860866 · 10% owner

COULTER JAMES G · CIK 0001099776 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 1,630,061

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · price: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F3 · price: On May 1, 2017, TPG Eagle exchanged 317,023 Class B Units (along with 317,023 Class B Shares) for Class A Shares on a one-for-one basis.

F4 · ownership.nature: TPG Growth II BDH, L.P. ("Growth II BDH" and, together with TPG Eagle, the "TPG Funds") holds an aggregate of 1,255,249 Class A Shares.

F5 · ownership.nature: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of each of the TPG Funds.

F6 · ownership.nature: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each Reporting Person and TPG Fund disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG Fund's pecuniary interest therein, if any.

F7 · ownership.nature: The TPG Funds have entered into a Stockholders Agreement, dated as of June 4, 2015 (as supplemented and amended, the "Stockholders Agreement"), with certain other holders (the "Holders") of Class A Shares, Class B Shares and Class B Units. Because of the relationship between the TPG Funds and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Class A Shares, Class B Shares and Class B Units held in the aggregate by the Holders. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the Class A Shares, Class B Shares and Class B Units held by the Holders.

F8 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under 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.

Read SEC document
April 05, 2017 Filed Apr 7, 2017 17:21 UTC e.l.f. Beauty, Inc. ELF · Entity 2379 SaleCommon Stock 5,793,720 $25.85 $149,782,146.30
Disclosure

SEC source: 0000903423-17-000265 · tpgrowthadii4.xml · nonDerivative · entry 1

TPG Growth II Advisors, Inc. · CIK 0001631279 · 10% owner

BONDERMAN DAVID · CIK 0000860866 · 10% owner

COULTER JAMES G · CIK 0001099776 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 13,510,828

F2 · price: The price represents the public offering price of $27.00 per share of Common Stock less the underwriters' discount of $1.1475 per share of Common Stock.

F1 · ownership.nature: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG elf Holdings, L.P. ("TPG elf Holdings"), which directly holds 13,510,828 shares of common stock ("Common Stock") of e.l.f. Beauty, Inc. (the "Issuer").

F3 · ownership.nature: Because of the relationship between the Reporting Persons and TPG elf Holdings, 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 elf Holdings. Each Reporting Person and TPG elf Holdings disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG elf Holdings's pecuniary interest therein, if any.

F4 · ownership.nature: TPG elf Holdings has entered into an Amended and Restated Stockholders Agreement, dated as of September 21, 2016 (as amended, the "Stockholders Agreement"), with certain other holders (the "Holders") of shares of Common Stock. Because of the relationship between TPG elf Holdings and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the shares of Common Stock held in the aggregate by the Holders. Each Reporting Person and TPG elf Holdings disclaims beneficial ownership of shares of Common Stock held by the Holders.

F5 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under 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.

Read SEC document
March 31, 2017 Filed Apr 4, 2017 16:38 UTC Evolent Health, Inc. EVH · Entity 5492 ConversionClass B Units and Class B Common Stock · Derivative 2,113,488 Not disclosed Not disclosed
Disclosure

SEC source: 0000903423-17-000252 · tpgrowthadii4evolent.xml · derivative · entry 3

TPG Growth II Advisors, Inc. · CIK 0001631279 · 10% owner

BONDERMAN DAVID · CIK 0000860866 · 10% owner

COULTER JAMES G · CIK 0001099776 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 7,203,133

Underlying: Class A Common Stock · 2,113,488 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: TPG Eagle Holdings, L.P. ("TPG Eagle") holds an aggregate of 7,203,133 Class B Common Units (the "Class B Units") of Evolent Health LLC and 7,203,133 shares of Class B Common Stock (the "Class B Shares") of Evolent Health, Inc. (the "Issuer").

F2 · security: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health, LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F3 · security: On March 31, 2017, TPG Eagle exchanged 2,113,488 Class B Units (along with 2,113,488 Class B Shares) for Class A Shares on a one-for-one basis.

F2 · derivative.exercise_price: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health, LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F3 · derivative.exercise_price: On March 31, 2017, TPG Eagle exchanged 2,113,488 Class B Units (along with 2,113,488 Class B Shares) for Class A Shares on a one-for-one basis.

F2 · price: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health, LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F3 · price: On March 31, 2017, TPG Eagle exchanged 2,113,488 Class B Units (along with 2,113,488 Class B Shares) for Class A Shares on a one-for-one basis.

F2 · derivative.exercise_date: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health, LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F2 · derivative.expiration_date: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health, LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F1 · ownership.nature: TPG Eagle Holdings, L.P. ("TPG Eagle") holds an aggregate of 7,203,133 Class B Common Units (the "Class B Units") of Evolent Health LLC and 7,203,133 shares of Class B Common Stock (the "Class B Shares") of Evolent Health, Inc. (the "Issuer").

F2 · ownership.nature: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health, LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F5 · ownership.nature: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of each of the TPG Funds.

F6 · ownership.nature: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each Reporting Person and TPG Fund disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG Fund's pecuniary interest therein, if any.

F7 · ownership.nature: The TPG Funds have entered into a Stockholders Agreement, dated as of June 4, 2015 (as supplemented and amended, the "Stockholders Agreement"), with certain other holders (the "Holders") of Class A Shares, Class B Shares and Class B Units. Because of the relationship between the TPG Funds and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Class A Shares, Class B Shares and Class B Units held in the aggregate by the Holders. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the Class A Shares, Class B Shares and Class B Units held by the Holders.

F8 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under 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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March 31, 2017 Filed Apr 4, 2017 16:38 UTC Evolent Health, Inc. EVH · Entity 5492 SaleClass A Common Stock 2,498,750 $19.53 $48,800,587.50
Disclosure

SEC source: 0000903423-17-000252 · tpgrowthadii4evolent.xml · nonDerivative · entry 2

TPG Growth II Advisors, Inc. · CIK 0001631279 · 10% owner

BONDERMAN DAVID · CIK 0000860866 · 10% owner

COULTER JAMES G · CIK 0001099776 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 1,313,038

F4 · ownership.nature: TPG Growth II BDH, L.P. ("Growth II BDH" and, together with TPG Eagle, the "TPG Funds") holds an aggregate of 1,313,038 Class A Shares.

F5 · ownership.nature: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of each of the TPG Funds.

F6 · ownership.nature: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each Reporting Person and TPG Fund disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG Fund's pecuniary interest therein, if any.

F7 · ownership.nature: The TPG Funds have entered into a Stockholders Agreement, dated as of June 4, 2015 (as supplemented and amended, the "Stockholders Agreement"), with certain other holders (the "Holders") of Class A Shares, Class B Shares and Class B Units. Because of the relationship between the TPG Funds and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Class A Shares, Class B Shares and Class B Units held in the aggregate by the Holders. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the Class A Shares, Class B Shares and Class B Units held by the Holders.

F8 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under 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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March 31, 2017 Filed Apr 4, 2017 16:38 UTC Evolent Health, Inc. EVH · Entity 5492 ConversionClass A Common Stock 2,113,488 Not disclosed Not disclosed
Disclosure

SEC source: 0000903423-17-000252 · tpgrowthadii4evolent.xml · nonDerivative · entry 1

TPG Growth II Advisors, Inc. · CIK 0001631279 · 10% owner

BONDERMAN DAVID · CIK 0000860866 · 10% owner

COULTER JAMES G · CIK 0001099776 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 3,811,788

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · price: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health, LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F3 · price: On March 31, 2017, TPG Eagle exchanged 2,113,488 Class B Units (along with 2,113,488 Class B Shares) for Class A Shares on a one-for-one basis.

F4 · ownership.nature: TPG Growth II BDH, L.P. ("Growth II BDH" and, together with TPG Eagle, the "TPG Funds") holds an aggregate of 1,313,038 Class A Shares.

F5 · ownership.nature: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of each of the TPG Funds.

F6 · ownership.nature: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each Reporting Person and TPG Fund disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG Fund's pecuniary interest therein, if any.

F7 · ownership.nature: The TPG Funds have entered into a Stockholders Agreement, dated as of June 4, 2015 (as supplemented and amended, the "Stockholders Agreement"), with certain other holders (the "Holders") of Class A Shares, Class B Shares and Class B Units. Because of the relationship between the TPG Funds and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Class A Shares, Class B Shares and Class B Units held in the aggregate by the Holders. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the Class A Shares, Class B Shares and Class B Units held by the Holders.

F8 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under 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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September 27, 2016 Filed Sep 29, 2016 16:33 UTC e.l.f. Beauty, Inc. ELF · Entity 2379 ConversionPreferred Stock · Derivative 84,828.419 Not disclosed Not disclosed
Disclosure

SEC source: 0000903423-16-001283 · tpgrowthadii4.xml · derivative · entry 3

TPG Growth II Advisors, Inc. · CIK 0001631279 · 10% owner

BONDERMAN DAVID · CIK 0000860866 · 10% owner

COULTER JAMES G · CIK 0001099776 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 0

Underlying: Common Stock · 23,412,643 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_price: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, as amended, the shares of Preferred Stock had been convertible, at the option of the holder, at any time into shares of Common Stock at an initial conversion rate equal to 100 shares of Common Stock per one share of Preferred Stock. The initial conversion rate was adjusted as a result of a 1-for-2.76 stock split of the Common Stock.

F3 · price: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, as amended, the shares of Preferred Stock had been convertible, at the option of the holder, at any time into shares of Common Stock at an initial conversion rate equal to 100 shares of Common Stock per one share of Preferred Stock. The initial conversion rate was adjusted as a result of a 1-for-2.76 stock split of the Common Stock.

F3 · derivative.exercise_date: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, as amended, the shares of Preferred Stock had been convertible, at the option of the holder, at any time into shares of Common Stock at an initial conversion rate equal to 100 shares of Common Stock per one share of Preferred Stock. The initial conversion rate was adjusted as a result of a 1-for-2.76 stock split of the Common Stock.

F3 · derivative.expiration_date: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, as amended, the shares of Preferred Stock had been convertible, at the option of the holder, at any time into shares of Common Stock at an initial conversion rate equal to 100 shares of Common Stock per one share of Preferred Stock. The initial conversion rate was adjusted as a result of a 1-for-2.76 stock split of the Common Stock.

F1 · ownership.nature: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG elf Holdings, L.P. ("TPG elf Holdings"), which directly holds 19,304,548 shares of common stock ("Common Stock") of e.l.f. Beauty, Inc. (the "Issuer").

F2 · ownership.nature: On September 27, 2016, the 84,828.419 shares of preferred stock ("Preferred Stock") of the Issuer held by TPG elf Holdings mandatorily converted into 23,412,643 shares of Common Stock.

F3 · ownership.nature: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, as amended, the shares of Preferred Stock had been convertible, at the option of the holder, at any time into shares of Common Stock at an initial conversion rate equal to 100 shares of Common Stock per one share of Preferred Stock. The initial conversion rate was adjusted as a result of a 1-for-2.76 stock split of the Common Stock.

F5 · ownership.nature: Because of the relationship between the Reporting Persons and TPG elf Holdings, 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 elf Holdings. Each Reporting Person and TPG elf Holdings disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG elf Holdings's pecuniary interest therein, if any.

F6 · ownership.nature: TPG elf Holdings has entered into an Amended and Restated Stockholders Agreement, dated as of September 21, 2016 (the "Stockholders Agreement"), with certain other holders (the "Holders") of shares of Common Stock. Because of the relationship between TPG elf Holdings and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the shares of Common Stock held in the aggregate by the Holders. Each Reporting Person and TPG elf Holdings disclaims beneficial ownership of shares of Common Stock held by the Holders.

F7 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under 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.

Read SEC document
September 27, 2016 Filed Sep 29, 2016 16:33 UTC e.l.f. Beauty, Inc. ELF · Entity 2379 SaleCommon Stock 4,125,432 $15.81 $65,223,079.92
Disclosure

SEC source: 0000903423-16-001283 · tpgrowthadii4.xml · nonDerivative · entry 2

TPG Growth II Advisors, Inc. · CIK 0001631279 · 10% owner

BONDERMAN DAVID · CIK 0000860866 · 10% owner

COULTER JAMES G · CIK 0001099776 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 19,304,548

F4 · price: The price represents the public offering price of $17.00 per share of Common Stock less the underwriters' discount of $1.19 per share of Common Stock.

F1 · ownership.nature: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG elf Holdings, L.P. ("TPG elf Holdings"), which directly holds 19,304,548 shares of common stock ("Common Stock") of e.l.f. Beauty, Inc. (the "Issuer").

F5 · ownership.nature: Because of the relationship between the Reporting Persons and TPG elf Holdings, 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 elf Holdings. Each Reporting Person and TPG elf Holdings disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG elf Holdings's pecuniary interest therein, if any.

F6 · ownership.nature: TPG elf Holdings has entered into an Amended and Restated Stockholders Agreement, dated as of September 21, 2016 (the "Stockholders Agreement"), with certain other holders (the "Holders") of shares of Common Stock. Because of the relationship between TPG elf Holdings and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the shares of Common Stock held in the aggregate by the Holders. Each Reporting Person and TPG elf Holdings disclaims beneficial ownership of shares of Common Stock held by the Holders.

F7 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under 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.

Read SEC document
September 27, 2016 Filed Sep 29, 2016 16:33 UTC e.l.f. Beauty, Inc. ELF · Entity 2379 ConversionCommon Stock 23,412,643 Not disclosed Not disclosed
Disclosure

SEC source: 0000903423-16-001283 · tpgrowthadii4.xml · nonDerivative · entry 1

TPG Growth II Advisors, Inc. · CIK 0001631279 · 10% owner

BONDERMAN DAVID · CIK 0000860866 · 10% owner

COULTER JAMES G · CIK 0001099776 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 23,429,980

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · price: On September 27, 2016, the 84,828.419 shares of preferred stock ("Preferred Stock") of the Issuer held by TPG elf Holdings mandatorily converted into 23,412,643 shares of Common Stock.

F3 · price: Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, as amended, the shares of Preferred Stock had been convertible, at the option of the holder, at any time into shares of Common Stock at an initial conversion rate equal to 100 shares of Common Stock per one share of Preferred Stock. The initial conversion rate was adjusted as a result of a 1-for-2.76 stock split of the Common Stock.

F1 · ownership.nature: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG elf Holdings, L.P. ("TPG elf Holdings"), which directly holds 19,304,548 shares of common stock ("Common Stock") of e.l.f. Beauty, Inc. (the "Issuer").

F5 · ownership.nature: Because of the relationship between the Reporting Persons and TPG elf Holdings, 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 elf Holdings. Each Reporting Person and TPG elf Holdings disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG elf Holdings's pecuniary interest therein, if any.

F6 · ownership.nature: TPG elf Holdings has entered into an Amended and Restated Stockholders Agreement, dated as of September 21, 2016 (the "Stockholders Agreement"), with certain other holders (the "Holders") of shares of Common Stock. Because of the relationship between TPG elf Holdings and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the shares of Common Stock held in the aggregate by the Holders. Each Reporting Person and TPG elf Holdings disclaims beneficial ownership of shares of Common Stock held by the Holders.

F7 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under 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.

Read SEC document
September 22, 2016 Filed Feb 15, 2017 16:48 UTC Evolent Health, Inc. EVH · Entity 5492 ConversionClass B Units and Class B Common Stock · Derivative 317,023 Not disclosed Not disclosed
Disclosure

SEC source: 0000903423-17-000120 · tpgrowthadii4evolent.xml · derivative · entry 3

TPG Growth II Advisors, Inc. · CIK 0001631279 · 10% owner

BONDERMAN DAVID · CIK 0000860866 · 10% owner

COULTER JAMES G · CIK 0001099776 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 9,316,621

Underlying: Class A Common Stock · 317,023 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · security: TPG Eagle Holdings, L.P. ("TPG Eagle") holds an aggregate of 9,316,621 Class B Common Units (the "Class B Units") of Evolent Health LLC and 9,316,621 shares of Class B Common Stock (the "Class B Shares") of the Issuer.

F3 · security: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health, LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for Class A Shares on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F2 · derivative.exercise_price: TPG Eagle Holdings, L.P. ("TPG Eagle") holds an aggregate of 9,316,621 Class B Common Units (the "Class B Units") of Evolent Health LLC and 9,316,621 shares of Class B Common Stock (the "Class B Shares") of the Issuer.

F3 · derivative.exercise_price: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health, LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for Class A Shares on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F3 · price: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health, LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for Class A Shares on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F4 · price: On September 22, 2016, TPG Eagle exchanged 317,023 Class B Units (along with 317,023 Class B Shares) for Class A Shares on a one-for-one basis.

F2 · derivative.exercise_date: TPG Eagle Holdings, L.P. ("TPG Eagle") holds an aggregate of 9,316,621 Class B Common Units (the "Class B Units") of Evolent Health LLC and 9,316,621 shares of Class B Common Stock (the "Class B Shares") of the Issuer.

F3 · derivative.exercise_date: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health, LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for Class A Shares on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F2 · derivative.expiration_date: TPG Eagle Holdings, L.P. ("TPG Eagle") holds an aggregate of 9,316,621 Class B Common Units (the "Class B Units") of Evolent Health LLC and 9,316,621 shares of Class B Common Stock (the "Class B Shares") of the Issuer.

F3 · derivative.expiration_date: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health, LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for Class A Shares on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F2 · ownership.nature: TPG Eagle Holdings, L.P. ("TPG Eagle") holds an aggregate of 9,316,621 Class B Common Units (the "Class B Units") of Evolent Health LLC and 9,316,621 shares of Class B Common Stock (the "Class B Shares") of the Issuer.

F3 · ownership.nature: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health, LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for Class A Shares on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F6 · ownership.nature: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of each of the TPG Funds.

F7 · ownership.nature: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each Reporting Person and TPG Fund disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG Fund's pecuniary interest therein, if any.

F8 · ownership.nature: The TPG Funds have entered into a Stockholders Agreement, dated as of June 4, 2015 (as supplemented and amended, the "Stockholders Agreement"), with certain other holders (the "Holders") of Class A Shares, Class B Shares and Class B Units. Because of the relationship between the TPG Funds and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Class A Shares, Class B Shares and Class B Units held in the aggregate by the Holders. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the Class A Shares, Class B Shares and Class B Units held by the Holders.

F9 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under 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.

Read SEC document
September 22, 2016 Filed Feb 15, 2017 16:48 UTC Evolent Health, Inc. EVH · Entity 5492 SaleClass A Common Stock 374,812 $21.54 $8,073,450.48
Disclosure

SEC source: 0000903423-17-000120 · tpgrowthadii4evolent.xml · nonDerivative · entry 2

TPG Growth II Advisors, Inc. · CIK 0001631279 · 10% owner

BONDERMAN DAVID · CIK 0000860866 · 10% owner

COULTER JAMES G · CIK 0001099776 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 1,698,300

F1 · price: The price represents the public offering price of $22.50 per share of Class A common stock (the "Class A Shares") of Evolent Health, Inc. ("the Issuer") less the underwriters' discount of $0.96 per Class A Share.

F5 · ownership.nature: TPG Growth II BDH, L.P. ("Growth II BDH" and, together with TPG Eagle, the "TPG Funds") holds an aggregate of 1,698,300 Class A Shares.

F6 · ownership.nature: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of each of the TPG Funds.

F7 · ownership.nature: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each Reporting Person and TPG Fund disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG Fund's pecuniary interest therein, if any.

F8 · ownership.nature: The TPG Funds have entered into a Stockholders Agreement, dated as of June 4, 2015 (as supplemented and amended, the "Stockholders Agreement"), with certain other holders (the "Holders") of Class A Shares, Class B Shares and Class B Units. Because of the relationship between the TPG Funds and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Class A Shares, Class B Shares and Class B Units held in the aggregate by the Holders. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the Class A Shares, Class B Shares and Class B Units held by the Holders.

F9 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under 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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September 22, 2016 Filed Feb 15, 2017 16:48 UTC Evolent Health, Inc. EVH · Entity 5492 ConversionClass A Common Stock 317,023 Not disclosed Not disclosed
Disclosure

SEC source: 0000903423-17-000120 · tpgrowthadii4evolent.xml · nonDerivative · entry 1

TPG Growth II Advisors, Inc. · CIK 0001631279 · 10% owner

BONDERMAN DAVID · CIK 0000860866 · 10% owner

COULTER JAMES G · CIK 0001099776 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 2,073,112

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · price: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health, LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for Class A Shares on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F4 · price: On September 22, 2016, TPG Eagle exchanged 317,023 Class B Units (along with 317,023 Class B Shares) for Class A Shares on a one-for-one basis.

F5 · ownership.nature: TPG Growth II BDH, L.P. ("Growth II BDH" and, together with TPG Eagle, the "TPG Funds") holds an aggregate of 1,698,300 Class A Shares.

F6 · ownership.nature: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of each of the TPG Funds.

F7 · ownership.nature: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each Reporting Person and TPG Fund disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG Fund's pecuniary interest therein, if any.

F8 · ownership.nature: The TPG Funds have entered into a Stockholders Agreement, dated as of June 4, 2015 (as supplemented and amended, the "Stockholders Agreement"), with certain other holders (the "Holders") of Class A Shares, Class B Shares and Class B Units. Because of the relationship between the TPG Funds and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Class A Shares, Class B Shares and Class B Units held in the aggregate by the Holders. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the Class A Shares, Class B Shares and Class B Units held by the Holders.

F9 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under 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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September 14, 2016 Filed Sep 16, 2016 16:53 UTC Evolent Health, Inc. EVH · Entity 5492 ConversionClass B Units and Class B Common Stock · Derivative 1,656,024 Not disclosed Not disclosed
Disclosure

SEC source: 0000903423-16-001267 · tpgrowthadii4.xml · derivative · entry 3

TPG Growth II Advisors, Inc. · CIK 0001631279 · 10% owner

BONDERMAN DAVID · CIK 0000860866 · 10% owner

COULTER JAMES G · CIK 0001099776 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 9,633,644

Underlying: Class A Common Stock · 1,656,024 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · security: TPG Eagle Holdings, L.P. ("TPG Eagle") holds an aggregate of 9,633,644 Class B Common Units (the "Class B Units") of Evolent Health LLC and 9,633,644 shares of Class B Common Stock (the "Class B Shares") of the Issuer.

F3 · security: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health, LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for Class A Shares on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F2 · derivative.exercise_price: TPG Eagle Holdings, L.P. ("TPG Eagle") holds an aggregate of 9,633,644 Class B Common Units (the "Class B Units") of Evolent Health LLC and 9,633,644 shares of Class B Common Stock (the "Class B Shares") of the Issuer.

F3 · derivative.exercise_price: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health, LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for Class A Shares on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F3 · price: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health, LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for Class A Shares on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F4 · price: On September 14, 2016, TPG Eagle exchanged 1,656,024 Class B Units (along with 1,656,024 Class B Shares) for Class A Shares on a one-for-one basis.

F2 · derivative.exercise_date: TPG Eagle Holdings, L.P. ("TPG Eagle") holds an aggregate of 9,633,644 Class B Common Units (the "Class B Units") of Evolent Health LLC and 9,633,644 shares of Class B Common Stock (the "Class B Shares") of the Issuer.

F3 · derivative.exercise_date: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health, LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for Class A Shares on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F2 · derivative.expiration_date: TPG Eagle Holdings, L.P. ("TPG Eagle") holds an aggregate of 9,633,644 Class B Common Units (the "Class B Units") of Evolent Health LLC and 9,633,644 shares of Class B Common Stock (the "Class B Shares") of the Issuer.

F3 · derivative.expiration_date: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health, LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for Class A Shares on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F2 · ownership.nature: TPG Eagle Holdings, L.P. ("TPG Eagle") holds an aggregate of 9,633,644 Class B Common Units (the "Class B Units") of Evolent Health LLC and 9,633,644 shares of Class B Common Stock (the "Class B Shares") of the Issuer.

F3 · ownership.nature: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health, LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for Class A Shares on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F6 · ownership.nature: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of each of the TPG Funds.

F7 · ownership.nature: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each Reporting Person and TPG Fund disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG Fund's pecuniary interest therein, if any.

F8 · ownership.nature: The TPG Funds have entered into a Stockholders Agreement, dated as of June 4, 2015 (as supplemented and amended, the "Stockholders Agreement"), with certain other holders (the "Holders") of Class A Shares, Class B Shares and Class B Units. Because of the relationship between the TPG Funds and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Class A Shares, Class B Shares and Class B Units held in the aggregate by the Holders. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the Class A Shares, Class B Shares and Class B Units held by the Holders.

F9 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under 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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September 14, 2016 Filed Sep 16, 2016 16:53 UTC Evolent Health, Inc. EVH · Entity 5492 SaleClass A Common Stock 2,284,571 $21.54 $49,209,659.34
Disclosure

SEC source: 0000903423-16-001267 · tpgrowthadii4.xml · nonDerivative · entry 2

TPG Growth II Advisors, Inc. · CIK 0001631279 · 10% owner

BONDERMAN DAVID · CIK 0000860866 · 10% owner

COULTER JAMES G · CIK 0001099776 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 1,756,089

F1 · price: The price represents the public offering price of $22.50 per share of Class A common stock (the "Class A Shares") of Evolent Health, Inc. ("the Issuer") less the underwriters' discount of $0.96 per Class A Share.

F5 · ownership.nature: TPG Growth II BDH, L.P. ("Growth II BDH" and, together with TPG Eagle, the "TPG Funds") holds an aggregate of 1,756,089 Class A Shares.

F6 · ownership.nature: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of each of the TPG Funds.

F7 · ownership.nature: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each Reporting Person and TPG Fund disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG Fund's pecuniary interest therein, if any.

F8 · ownership.nature: The TPG Funds have entered into a Stockholders Agreement, dated as of June 4, 2015 (as supplemented and amended, the "Stockholders Agreement"), with certain other holders (the "Holders") of Class A Shares, Class B Shares and Class B Units. Because of the relationship between the TPG Funds and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Class A Shares, Class B Shares and Class B Units held in the aggregate by the Holders. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the Class A Shares, Class B Shares and Class B Units held by the Holders.

F9 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under 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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September 14, 2016 Filed Sep 16, 2016 16:53 UTC Evolent Health, Inc. EVH · Entity 5492 ConversionClass A Common Stock 1,656,024 Not disclosed Not disclosed
Disclosure

SEC source: 0000903423-16-001267 · tpgrowthadii4.xml · nonDerivative · entry 1

TPG Growth II Advisors, Inc. · CIK 0001631279 · 10% owner

BONDERMAN DAVID · CIK 0000860866 · 10% owner

COULTER JAMES G · CIK 0001099776 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 4,040,660

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · price: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health, LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for Class A Shares on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F4 · price: On September 14, 2016, TPG Eagle exchanged 1,656,024 Class B Units (along with 1,656,024 Class B Shares) for Class A Shares on a one-for-one basis.

F5 · ownership.nature: TPG Growth II BDH, L.P. ("Growth II BDH" and, together with TPG Eagle, the "TPG Funds") holds an aggregate of 1,756,089 Class A Shares.

F6 · ownership.nature: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of each of the TPG Funds.

F7 · ownership.nature: Because of the relationship between the Reporting Persons and the TPG Funds, 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 the TPG Funds. Each Reporting Person and TPG Fund disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG Fund's pecuniary interest therein, if any.

F8 · ownership.nature: The TPG Funds have entered into a Stockholders Agreement, dated as of June 4, 2015 (as supplemented and amended, the "Stockholders Agreement"), with certain other holders (the "Holders") of Class A Shares, Class B Shares and Class B Units. Because of the relationship between the TPG Funds and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Class A Shares, Class B Shares and Class B Units held in the aggregate by the Holders. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the Class A Shares, Class B Shares and Class B Units held by the Holders.

F9 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under 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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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.