| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TPG Specialty Lending, Inc. [ N/A ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/17/2011 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/17/2011 | S | 999 | D | $1 | 1 | I | See Explanation of Responses(1)(3)(5) | ||
| Common Stock | 06/17/2011 | P | 2,078.6 | A | $1,000 | 2,079.6 | I | See Explanation of Responses(2)(3)(4)(5) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Pursuant to the Agreement to Tender, dated as of March 13, 2011, between the TPG Specialty Lending, Inc. (the "Issuer") and Tarrant Advisors, Inc., a Texas corporation ("Tarrant"), the Issuer purchased 999 shares of Common Stock of the Issuer from Tarrant for $999. |
| 2. Subsequent to the redemption, pursuant to a subscription agreement by and between TSL Advisers, LLC, a Delaware limited liability company ("TSL Advisers") and the Issuer, TSL Advisers acquired 2,868 shares of Common Stock of the Issuer, of which 2,078.6 shares are indirectly beneficially owned by Tarrant. |
| 3. David Bonderman and James G. Coulter are directors, officers, and the sole stockholders of Tarrant Capital Advisors, Inc. ("Tarrant Capital"). Tarrant Capital is the sole stockholder of Tarrant which beneficially owns 2,079.6 shares of Common Stock reported herein. Because of the relationship of Messrs. Bonderman and Coulter and Tarrant Capital (together, the "Reporting Persons") to Tarrant, the Reporting Persons may be deemed to beneficially own the share directly owned by Tarrant. Messrs. Bonderman and Coulter disclaim beneficial ownership of this share except to the extent of their pecuniary interest therein. |
| 4. Messrs. Bonderman and Coutler are also directors, officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Holdings"). Group Holdings is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole member of TPG Holdings II-A, LLC, a Delaware limited liability company, which is the general partner of TPG Holdings II, L.P., a Delaware limited partnership, which is the managing member of TSL Advisers, which beneficially owns 2,868 of the shares of Common Stock of the Issuer, including the 2,078.6 shares of Common Stock of the Issuer reported herein. Because of Messrs. Bonderman and Coulter's relationship to TSL Advisers, they may be deemed to beneficially own the shares directly owned by TSL Advisers. Messrs. Bonderman and Coulter disclaim beneficial ownership of the Shares except to the extent of their pecuniary interest therein. |
| 5. On June 17, 2011, the Issuer delivered a capital drawdown notice to its investors relating to the sale of 35,000 shares of Common Stock. Following the closing of this sale, none of Group Holdings, Tarrant Capital, Mr. Bonderman or Mr. Coulter will beneficially own more than 10% of the Common Stock of the Issuer. |
| Remarks: |
| (6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (7) Ronald Cami is signing on behalf of each of Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated July 1, 2010 which were previously filed with the Securities and Exchange Commission as an exhibit to a Form 3 filed by Messrs. Bonderman and Coulter on July 26, 2010 (SEC File No. 001-11238). |
| /s/ Ronald Cami, Vice President of Tarrant Capital Advisors, Inc. | 06/21/2011 | |
| /s/ Ronald Cami, on behalf of David Bonderman (7) | 06/21/2011 | |
| /s/ Ronald Cami, on behalf of James G.Coulter (7) | 06/21/2011 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||