MGY Magnolia Oil and Gas Corporation

CUSIP No. 559663109

13G

Page 2 of 9

1

NAME OF REPORTING PERSON

TPG Group Holdings (SBS) Advisors, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

- 0 -

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

- 0 -

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

- 0 -

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0%

12

TYPE OF REPORTING PERSON

CO

CUSIP No. 559663109

13G

Page 3 of 9

1

NAME OF REPORTING PERSON

David Bonderman

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5

SOLE VOTING POWER

624,355

6

SHARED VOTING POWER

- 0 -

7

SOLE DISPOSITIVE POWER

624,355

8

SHARED DISPOSITIVE POWER

- 0 -

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

624,355

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.4% (1)

12

TYPE OF REPORTING PERSON

IN

CUSIP No. 559663109

13G

Page 4 of 9

1

NAME OF REPORTING PERSON

James G. Coulter

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐ 

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

5

SOLE VOTING POWER

784,868

6

SHARED VOTING POWER

- 0 -

7

SOLE DISPOSITIVE POWER

784,868

8

SHARED DISPOSITIVE POWER

- 0 -

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

784,868

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.5% (2)

12

TYPE OF REPORTING PERSON

IN

Item 1

Name of Issuer:

Magnolia Oil & Gas Corporation (the “Issuer”)

Item 1

Address of Issuer’s Principal Executive Offices:

1001 Fannin Street, Suite 400

Houston, Texas 77002

Name of Person Filing:

This Amendment No. 2 to Schedule 13G is being filed jointly by TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation (“Group Advisors”), David Bonderman and James G. Coulter (each, a “Reporting Person” and, together, the “Reporting Persons”), pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Act.

Group Advisors is the sole member of TPG Group Holdings (SBS) Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole shareholder of TPG Holdings III-A, Inc., a Cayman corporation, which is the general partner of TPG Holdings III-A, L.P., a Cayman limited partnership, which is the general partner of TPG Holdings III, L.P., a Delaware limited partnership, which is the sole member of TPG Pace Governance, LLC, a Delaware limited liability company, which was the managing member of TPG Pace Energy Sponsor Successor, LLC, a Delaware limited liability company, and TPG Pace Energy Sponsor Successor 2, LLC, a Delaware limited liability company. Each of TPG Pace Governance, LLC, TPG Pace Energy Sponsor Successor, LLC and TPG Pace Energy Sponsor Successor 2, LLC (collectively, the “TPG Vehicles”) directly held shares of Class A Common Stock.

Because of Group Advisors’ relationship to the TPG Vehicles, Group Advisors may have been deemed to have beneficially owned the shares of Class A Common Stock held by the TPG Vehicles. David Bonderman and James G. Coulter are sole shareholders of Group Advisors and may therefore have been deemed to have beneficially owned the shares of Class A Common Stock held by the TPG Vehicles. Messrs. Bonderman and Coulter disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.

Mr. Bonderman holds directly or indirectly 624,355 shares of Class A Common Stock, and Mr. Coulter holds directly or indirectly 784,868 shares of Class A Common Stock.

Address of Principal Business Office or, if none, Residence:

The principal business address of each of the Reporting Persons is as follows:

c/o TPG Global, LLC

301 Commerce Street, Suite 3300

Fort Worth, Texas 76102

Item 2

(d).

Title of Class of Securities:
Class A Common Stock, $0.0001 par value (“Class A Common Stock”)

Item 2

(e).

CUSIP Number:
559663109

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

☐

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

☐

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

☐

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

☐

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

☐

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

☐

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

☐

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

☐

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

☐

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

☐

A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

(k)

☐

Group, in accordance with Rule 13d–1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with

§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

Item 4.

Ownership

(a) AMOUNT BENEFICIALLY OWNED:

See responses to Item 9 on each cover page.

(b) PERCENT OF CLASS:

See responses to Item 11 on each cover page.

(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE 

See responses to Item 5 on each cover page.

(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE

See responses to Item 6 on each cover page.

(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

 See responses to Item 7 on each cover page.

(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

See responses to Item 8 on each cover page. 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ☒.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

See response to Item 2(a) above.

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

Item 9.

Notice of Dissolution of Group

Not Applicable.

Item 10.

Certifications

Not Applicable.

TPG Group Holdings (SBS) Advisors, Inc.

By:

Name:  Michael LaGatta

Title: Vice President

David Bonderman

By:

Name:  Bradford Berenson, on behalf of David Bonderman (3)

James G. Coulter

By:

Name:  Bradford Berenson, on behalf of James G. Coulter (4)

Exhibit 1

Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.*