FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 Group Holdings (SBS) Advisors, Inc.

2. Date of Event Requiring Statement (MM/DD/YYYY)
7/18/2019 

3. Issuer Name and Ticker or Trading Symbol

Amneal Pharmaceuticals, Inc. [AMRX]

(Last)        (First)        (Middle)

C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

FORT WORTH, TX 76102       

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock   16213367   I   See Explanation of Responses   (1) (2) (3) (4) (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  David Bonderman and James G. Coulter are the sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. (together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole (i) member of TPG Holdings I-A, LLC and (ii) shareholder of TPG Holdings III-A, Inc. TPG Holdings I-A, LLC is the general partner of TPG Holdings I, L.P., which is the sole member of TPG GenPar VII Advisors, LLC, which is the general partner of TPG GenPar VII, L.P., which is the general partner of TPG Improv Holdings, L.P. ("TPG Improv"), which directly holds 12,328,767 shares of Class A Common Stock ("Class A Shares") of Amneal Pharmaceuticals, Inc. (the "Issuer").
(2)  TPG Holdings III-A, Inc. is the general partner of TPG Holdings III-A, L.P., which is the general partner of TPG Holdings III, L.P., which is general partner of TPG PEP GenPar Advisors, L.P., which is the general partner of TPG PEP GenPar Governance, L.P., which is the general partner of each of (i) TPG Public Equity Partners, L.P., which directly holds 430,412 Class A Shares, and (ii) TPG Public Equity Partners Master Fund, L.P. (together with TPG Public Equity Partners, L.P. and TPG Improv, the "TPG Funds"), which directly holds 3,454,188 Class A Shares.
(3)  On July 18, 2019, the Issuer informed TPG Improv that it had exercised its right to convert all the shares of Class B-1 Common Stock of the Issuer held by TPG Improv into Class A Shares, with such conversion having occurred on July 1, 2019.
(4)  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.
(5)  Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks:
(6) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. (7) Bradford Berenson is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated March 13, 2018, which were previously filed with the Securities and Exchange Commission.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
TPG Group Holdings (SBS) Advisors, Inc.
C/O TPG GLOBAL, LLC
301 COMMERCE STREET, SUITE 3300
FORT WORTH, TX 76102

X

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

X

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

X


Signatures
Michael LaGatta, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (6) 7/19/2019
** Signature of Reporting Person Date

Bradford Berenson on behalf of David Bonderman (6)(7) 7/19/2019
** Signature of Reporting Person Date

Bradford Berenson on behalf of James G. Coulter (6)(7) 7/19/2019
** 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 5(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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