FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

TPG Pace Holdings, LLC 		2. Issuer Name and Ticker or Trading Symbol

Pace Holdings Corp. [ PACE ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O TPG GLOBAL, LLC,, 301 COMMERCE STREET, SUITE 3300 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/10/2017
(Street)

FORT WORTH, TX 76102
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Class A Ordinary Shares   3/10/2017     A    800000   A $10   895000   I   See Explanation of Responses   (1) (2) (6) (7) (8)
Class A Ordinary Shares   3/10/2017     D    800000   D   (2) 0   I   See Explanation of Responses   (1) (2) (6) (7) (8)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Warrants (right to buy)     (3) 3/10/2017     A      2000000         (3)   (3) Class A ordinary shares   2000000     (3) 2000000   I   See Explanation of Responses   (3) (6) (7) (8)
Warrants (right to buy)     (3) 3/10/2017     D         2000000      (3)   (3) Class A ordinary shares   2000000     (3) 0   I   See Explanation of Responses   (3) (6) (7) (8)
Class F Ordinary Shares     (4) 3/10/2017     D         3750000      (4)   (4) Class A Ordinary Shares   3750000     (4) 7340000   I   See Explanation of Responses   (4) (6) (7) (8)
Class F Ordinary Shares     (4) 3/10/2017     D         7340000      (4)   (4) Class A Ordinary Shares   7340000     (4) 0   I   See Explanation of Responses   (4) (6) (7) (8)
Warrants (right to buy)     (5) 3/10/2017     D         7333333      (5)   (5) Class A ordinary shares   2444444.33     (5) 14666667   I   See Explanation of Responses   (5) (6) (7) (8)
Warrants (right to buy)     (5) 3/10/2017     D         14666667      (5)   (5) Class A ordinary shares   4888889     (5) 0   I   See Explanation of Responses   (5) (6) (7) (8)

Explanation of Responses:
( 1)  In connection with the merger of Pace Holdings Corp. (the "Issuer") with and into New PACE Holdings Corp. ("New Pace") and a series of related transactions (collectively, the "Business Combination"), the Issuer issued to, Karl Peterson, David Bonderman and James G. Coulter, who held directly or indirectly (collectively, the "Class A Holders"), 300,000, 300,000 and 200,000, respectively, Class A ordinary shares, par value $0.0001 (the "Class A Shares"), at a purchase price of $10.00 per Class A Share.
( 2)  The Class A Holders disposed of their Class A Shares in the Business Combination, ultimately receiving ordinary shares, par value (euro) 0.10 per share (the "Holdco Shares"), of Porto Holdco B.V. ("Holdco").
( 3)  In connection with the Business Combination, the Issuer issued to TPG Pace Sponsor, LLC (formerly TPACE Sponsor Corp.) ("TPG Pace Sponsor") 2,000,000 warrants (the "Earnout Warrants"). The Earnout Warrants were exercisable for a period of five years in the event that the closing price of the Class A Shares on the NASDAQ Capital Market (or a successor) was greater than $13.00 for a period of more than 20 days out of 30 consecutive trading days, subject to adjustment, at an initial exercise price of (euro) 0.10 per share. TPG Pace Sponsor disposed of the Earnout Warrants in the Business Combination, ultimately receiving warrants to acquire Holdco Shares.
( 4)  TPG Pace Sponsor (i) forfeited at no cost in connection with the Business Combination 3,750,000 Class F ordinary shares, par value $0.0001 per share (the "Class F Shares"), of the Issuer and (ii) disposed of 7,340,000 Class F Shares in the Business Combination, ultimately receiving 7,340,000 Holdco Shares. Pursuant to the Amended and Restated Memorandum and Articles of Association of the Issuer, the Class F Shares were to automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment.
( 5)  TPG Pace Sponsor (i) forfeited at no cost in connection with the Business Combination 7,333,333 warrants acquired in a private placement (the "Private Placement Warrants") and (ii) disposed of 14,666,667 Private Placement Warrants in the Business Combination, ultimately receiving 14,666,667 private placement warrants of Holdco. Each Private Placement Warrant was exercisable for one-third of one Class A Share at an initial exercise price of one third of $11.50 per one-third Class A Share, subject to adjustment.
( 6)  The sole members of TPG Pace Sponsor are Karl Peterson and TPG Holdings III, L.P., whose general partner is TPG Holdings III-A, L.P., whose general partner is TPG Holdings III-A, Inc., whose sole shareholder is TPG Group Holdings (SBS), L.P., whose general partner is TPG Group Holdings (SBS) Advisors, LLC, whose sole member is TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with TPG Pace Sponsor, Messrs. Bonderman, Coulter and Peterson, the "Reporting Persons"), whose sole shareholders are Messrs. Bonderman and Coulter.
( 7)  Because of the relationship between the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective direct or indirect pecuniary interests therein. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.
( 8)  Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:
(9) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.
(10) Clive Bode is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated June 19, 2015, which were previously filed with the Securities and Exchange Commission.
(11) David Reintjes is signing on behalf of Mr. Peterson pursuant to the authorization and designation letter dated September 4, 2015, which was previously filed with the Securities and Exchange Commission.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
TPG Pace Holdings, LLC
C/O TPG GLOBAL, LLC,
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX 76102 		X X

TPG Group Holdings (SBS) Advisors, Inc.
C/O TPG GLOBAL, LLC,
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX 76102 		X X

BONDERMAN DAVID
C/O TPG GLOBAL, LLC,
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX 76102 		X X

COULTER JAMES G
C/O TPG GLOBAL, LLC,
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX 76102 		X X

Peterson Karl Mr.
C/O TPG GLOBAL, LLC,
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX 76102 		X X President and CEO

Signatures
/s/ Michael LaGatta, Vice President, TPG Pace Sponsor, LLC (9) 3/14/2017
** Signature of Reporting Person Date

/s/ Michael LaGatta, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (9) 3/14/2017
** Signature of Reporting Person Date

/s/ Clive Bode on behalf of David Bonderman (9)(10) 3/14/2017
** Signature of Reporting Person Date

/s/ Clive Bode on behalf of James G. Coulter (9)(10) 3/14/2017
** Signature of Reporting Person Date

/s/ David Reintjes on behalf of Karl Peterson (9)(11) 3/14/2017
** 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 control number.
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