Officers and Directors Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we complete an initial business combination. Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors. 146 Table of Contents PRINCIPAL SHAREHOLDERS The following table sets forth information regarding the beneficial ownership of our ordinary shares as of the date of this prospectus, and as adjusted to reflect the sale of our Class A ordinary shares included in the units offered by this prospectus, and assuming no purchase of units in this offering, by: • each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; • each of our executive officers, directors and director nominees that beneficially own ordinary shares; and • all our executive officers, directors and director nominees as a group. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the private placement warrants as these private placement warrants are not exercisable within 60 days of the date of this prospectus. The below table assumes that the underwriters do not exercise their over-allotment option, that our sponsor forfeits 1,312,500 founder shares, and that there are 43,750,000 ordinary shares issued and outstanding after this offering. On August 12, 2019, our sponsor purchased 20,000,000 Class F ordinary shares, for an aggregate purchase price of $25,000, and prior to this offering, our sponsor expects to surrender 9,937,500 Class F ordinary shares for no consideration. The purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. Name and Address of Beneficial Owner(1) Number ofSharesBeneficiallyOwned(2) ApproximatePercentage ofOutstandingOrdinary Shares BeforeOffering AfterOffering(2) TPG Pace IV Sponsor, Series LLC (3) 8,670,000 99.1 % % Karl Peterson (3) 8,670,000 99.1 % % David Bonderman (3) 8,670,000 99.1 % * Maryanne Hancock — * * Chad Leat 40,000 * * Kneeland Youngblood 40,000 * * Martin Davidson — * * Michael MacDougall — * * Eduardo Tamraz — * * — * * All directors, officers and director nominees as a group (9 individuals) 8,750,000 100 % 20 % * Less than one percent. (1) Unless otherwise noted, the business address of each of the following entities or individuals is 301 Commerce St., Suite 3300 Fort Worth, Texas 76102. (2) Interests shown consist solely of founders shares, classified as Class F ordinary shares. The founder shares will convert into Class A ordinary shares at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment, as described in the section entitled “Description of Securities.” (3) Represents the interest directly held by TPG Pace IV Sponsor, Series LLC. The managing member of TPG Pace IV Sponsor, Series LLC is TPG Pace Governance, LLC, a Cayman Islands limited liability company, 147 Table of Contents which is controlled by a committee whose members are David Bonderman, James G. Coulter and Karl Peterson. Messrs. Bonderman, Coulter and Peterson may therefore be deemed to beneficially own the shares held by TPG Pace IV Sponsor, Series LLC. Messrs. Bonderman, Coulter and Peterson disclaim beneficial ownership of the shares held by TPG Pace IV Sponsor, Series LLC except to the extent of their pecuniary interest therein. The address of each of the entities and individuals in this footnote is 301 Commerce St., Suite 3300 Fort Worth, TX 76102. Immediately after this offering, our initial shareholders will beneficially own 20% of the then issued and outstanding ordinary shares (assuming they do not purchase any units in this offering) and will have the right to appoint all of our directors prior to our initial business combination as a result of holding all of the founder shares. Holders of our public shares will not have the right to appoint any directors to our board of directors prior to our initial business combination. In addition, because of their ownership block, our initial shareholders may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to our amended and restated memorandum and articles of association and approval of significant corporate transactions, including our initial business combination. The holders of the founder shares have agreed (a) to vote any founder shares owned by it in favor of any proposed business combination and (b) not to redeem any founder shares in connection with a shareholder vote to approve a proposed initial business combination. Our sponsor and our executive officers and directors are deemed to be our “promoters” as such term is defined under the federal securities laws. See “Certain Relationships and Related Party Transactions” for additional information regarding our relationships with our promoters. Prior to this offering, we will have entered into the original forward purchase agreement with TPG, pursuant to which TPG will have agreed to purchase an aggregate of $50,000,000 of forward purchase securities, consisting of 5,000,000 Class A ordinary shares at a price of $10.00 per Class A ordinary share, plus an aggregate of 1,000,000 warrants to purchase one Class A ordinary share at $11.50 per share. The purchase of the forward purchase securities will take place in one or more private placements, with the full amount to have been purchased no later than simultaneously with the closing of our initial business combination. TPG’s obligation to purchase the forward purchase securities may be transferred, in whole or in part, to the forward transferees, provided that upon such transfer the forward transferees assume the rights and obligations of TPG to purchase the forward purchase securities under the original forward purchase agreement. We also expect to enter into additional forward purchase agreements which will also provide that the additional forward purchasers will purchase up to an aggregate of $50,000,000 of additional forward purchase securities, consisting of 5,000,000 Class A ordinary shares at a price of $10.00 per Class A ordinary share, plus an aggregate of 1,000,000 forward purchase warrants to purchase one Class A ordinary share at $11.50 per share. Any purchases of the up to 5,000,000 additional forward purchase securities will also take place in one or more private placements, but no later than simultaneously with the closing of our initial business combination. The sale of the additional forward purchase securities will be subject to the approval of the board of directors and our sponsor. We and each additional forward purchaser may determine, by mutual agreement, to increase the number of additional forward purchase securities at any time prior to our initial business combination. Each additional forward purchaser’s obligation or right, as applicable, to purchase the forward purchase securities will be allocated among each additional forward purchaser from time to time as described herein. The proceeds of purchases made under the forward purchase agreements will not be deposited in the trust account. The forward purchase shares and additional forward purchase shares will have no redemption rights in connection with our initial business combination or in connection with certain amendments to our amended and restated memorandum and articles of association, and will have no rights to liquidating distributions from our trust account in the event we fail to complete our initial business combination within the prescribed time frame. The forward purchase securities and additional forward purchase securities, as long as they are held by TPG or 148 Table of Contents the forward transferees, and the additional forward purchasers, respectively, will have certain registration rights. In all other respects, the terms of the forward purchase securities and additional forward purchase securities, respectively, will be identical to the terms of the Class A ordinary shares and the redeemable warrants included in the units being issued in this offering. In connection with the sale of the forward purchase shares and additional forward purchase shares, we expect that the sponsor will receive an aggregate number of additional Class A ordinary shares so that the initial shareholders, in the aggregate, on an as-converted basis, will hold 20% of our Class A ordinary shares at the time of the closing of the initial business combination. Our sponsor has committed to purchase an aggregate of 6,000,000 private placement warrants (or 6,700,000 private placement warrants if the underwriters’ over-allotment option is exercised in full) private placement warrants at a price of $1.50 per warrant (approximately $9,000,000 in the aggregate or approximately $10,050,000 in the aggregate if the underwriters’ over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. Each whole private placement warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as provided herein. A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account pending our completion of our initial business combination. If we do not complete our initial business combination within 24 months from the closing of this offering, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares, and the private placement warrants will expire worthless. The private placement warrants are subject to the transfer restrictions described below. The private placement warrants will not be redeemable by us so long as they are held by our sponsor or its permitted transferees. If the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the redeemable warrants included in the units being sold in this offering. Otherwise, the private placement warrants have terms and provisions that are identical to those of the redeemable warrants being sold as part of the units in this offering. Restrictions on Transfers of Founder Shares and Private Placement Warrants The founder shares, private placement warrants and any Class A ordinary shares issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to lock-up provisions in the letter agreement with us to be entered into by our sponsor, officers and directors. Those lock-up provisions provide that such securities are not transferable, assignable or salable (i) in the case of the founder shares, until the earlier of (A) one year after the completion of our initial business combination, (B) subsequent to our initial business combination, if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, right issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (C) following the completion of our initial business combination, such future date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property, and (ii) in the case of the private placement warrants and the respective Class A ordinary shares underlying such private placement warrants, until 30 days after the completion of our initial business combination, except in each case (a) to our officers or directors, any affiliates or family members of any of our officers or directors, any members of our sponsor, or any affiliates of our sponsor, (b) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a business combination at prices no greater than the price at which the securities were originally purchased; (f) in the event of our liquidation prior to our completion of our initial business combination; (g) by virtue of the laws of the Cayman Islands or our sponsor’s limited liability company agreement upon dissolution of our sponsor; or (h) in the event of our liquidation, merger, share exchange, reorganization or other similar transaction 149 Table of Contents which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to our completion of our initial business combination; provided, however, that in the case of clauses (a) through (e) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements. Registration Rights The holders of the founder shares and private placement warrants will have registration rights to require us to register a sale of any of our securities held by them (in the case of the founder shares, only after conversion to our Class A ordinary shares) pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering. These holders will be entitled to make up to three demands, excluding short form registration demands, that we register such securities for sale under the Securities Act. In addition, these holders will have certain “piggy-back” registration rights to include such securities in other registration statements filed by us and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the founder shares, until the earlier of (A) one year after the completion of our initial business combination, or (B) subsequent to our initial business combination, if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, right issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (C) following the completion of our initial business combination, such future date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property, and (ii) in the case of the private placement warrants and the respective Class A ordinary shares underlying such private placement warrants, 30 days after the completion of our initial business combination. We will bear the costs and expenses of filing any such registration statements. Pursuant to the forward purchase agreements, we have agreed that we will use our commercially reasonable efforts to file within 30 calendar days after the closing of our initial business combination a registration statement with the SEC for a secondary offering of the forward purchase securities, additional forward purchase securities and the Class A ordinary shares underlying the forward purchase warrants and additional forward purchase warrants owned by TPG or the forward transferees, and the additional forward purchasers, respectively, and use our commercially reasonable efforts to cause such registration statement to be declared effective as soon as practicable after such closing. 150 Table of Contents CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS On August 12, 2019, our sponsor purchased 20,000,000 Class F ordinary shares, for an aggregate purchase price of $25,000, and prior to this offering, our sponsor expects to surrender 9,937,500 Class F ordinary shares for no consideration, to cover certain of our offering costs. As such, our initial shareholders will collectively own 20% of our issued and outstanding shares after this offering (assuming they do not purchase any units in this offering) and will have the right to appoint all of our directors prior to our initial business combination. Prior