UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

SCHEDULE 13G

 

(Amendment No. 1)*

 

Under the Securities Exchange Act of 1934

 

 

                 TIAA FSB Holdings, Inc.                 

(Name of Issuer)

 

                        Common Stock, par value $0.01 per share                     

(Titles of Class of Securities)

 

                               29977G102                               

(CUSIP Number)

 

                           December 31, 2017                            

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o Rule 13d-1(b)

o Rule 13d-1(c)

x Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

CUSIP No. 29977G102				13G	Page 2 of 10
1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) TPG Group Holdings (SBS) Advisors, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
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 SHARESo
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0%
12	TYPE OF REPORTING PERSON   CO

 

 

 

 

 

CUSIP No. 29977G102				13G	Page 3 of 10
1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) TPG Advisors VI, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
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 SHARESo
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0.0%
12	TYPE OF REPORTING PERSON   CO

 

 

 

CUSIP No. 29977G102				13G	Page 4 of 10
1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) David Bonderman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
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   - 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 SHARESo
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0%
12	TYPE OF REPORTING PERSON   IN

 

 

 

CUSIP No. 29977G102				13G	Page 5 of 10
1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) James G. Coulter
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
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 - 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 SHARESo
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0%

12	TYPE OF REPORTING PERSON   IN

 

 

Item 1(a).          Name of Issuer:

 

TIAA FSB Holdings, Inc.

 

Item 1(b).          Address of Issuer’s Principal Executive Offices:

 

501 Riverside Avenue

Jacksonville, Florida 32202

 

Item 2(a).            Name of Person Filing:

 

This Amendment No. 1 to Schedule 13G is being filed jointly by TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation (“Group Advisors”), TPG Advisors VI, Inc., a Delaware corporation (“Advisors VI”), 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 member of TPG Holdings I-A, LLC, a Delaware limited liability company, which is the general partner of TPG Holdings I, L.P., a Delaware limited partnership, which is the sole member of each of TPG GenPar VI Advisors, LLC, a Delaware limited liability company, and TPG Tortoise GenPar Advisors, LLC, a Delaware limited liability company.  TPG GenPar VI Advisors, LLC is the general partner of TPG GenPar VI, L.P., a Delaware limited partnership, which is the general partner of TPG Partners VI, L.P., a Delaware limited partnership (“TPG Partners VI”), which directly held shares of Common Stock.  TPG Tortoise GenPar Advisors, LLC is the general partner of TPG Tortoise GenPar, L.P., a Delaware limited partnership, which is the general partner of TPG Tortoise AIV, L.P., a Delaware limited partnership (“TPG Tortoise”), which directly held shares of Common Stock.  Because of Group Advisors’ relationship to each of TPG Partners VI and TPG Tortoise, Group Advisors may have been deemed to have beneficially owned the shares of Common Stock held by TPG Partners VI and TPG Tortoise.

 

Advisors VI is the general partner of TPG FOF VI SPV, L.P., a Delaware limited partnership (“TPG FOF VI SPV”), which directly held shares of Common Stock.  Because of Advisors VI’s relationship to TPG FOF VI SPV, Advisors VI may have been deemed to have beneficially owned such shares of Common Stock.

 

David Bonderman and James G. Coulter are sole shareholders of each of Group Advisors and Advisors VI and may therefore have been deemed to have beneficially owned the shares of Common Stock held by TPG Partners VI, TPG Tortoise and TPG FOF VI SPV.  Messrs. Bonderman and Coulter disclaim beneficial ownership of such shares of Common Stock except to the extent of their pecuniary interest therein.

 

Items 2(b).         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

 

Items 2(c).          Citizenship:

 

See response to Item 4 of each of the cover pages.

 

Item 2(d).            Titles of Classes of Securities:

 

Common Stock, $0.01 par value (“Common Stock”)

 

Item 2(e).            CUSIP Number:

 

29977G102

 

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):

 

(a)

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

 

(b)

o Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

 

(c)

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

 

(d)

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

 

(e)

o Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

 

(f)

o Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

 

(g)

o Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

 

(h)

o Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813).

 

(i)

o Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).

 

(j)

o Non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).

 

(k)

o Group in accordance with §240.13d-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.	O 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: [X]

 

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.

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.

Certification.

 

Not Applicable.

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 13, 2018

 

	TPG Group Holdings (SBS) Advisors, Inc.     By:  /s/  Michael LaGatta
	Name:	Michael LaGatta
	Title:	Vice President
	TPG Advisors VI, Inc.     By:  /s/  Michael LaGatta
	Name:	Michael LaGatta
	Title:	Vice President
	David Bonderman
	By:  /s/  Clive Bode
	Name:	Clive Bode, on behalf of David Bonderman (1)
	James G. Coulter
	By:  /s/  Clive Bode
	Name:	Clive Bode, on behalf of James G. Coulter (2)

 

 

_______________

 

(1) Clive Bode is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated June 19, 2015, which was previously filed with the Commission as an exhibit to an amendment to Schedule 13D filed by Mr. Bonderman on June 22, 2015 (SEC File No. 005-87680).

 

(2) Clive Bode is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated June 19, 2015, which was previously filed with the Securities and Exchange Commission (the “Commission”) as an exhibit to an amendment to Schedule 13D filed by Mr. Coulter on June 22, 2015 (SEC File No. 005-87680). 

 

 

 

Exhibit Index

 

Exhibit 1

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

 

 

_______________

 

* Incorporated herein by reference to the Agreement of Joint Filing by TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors V, Inc., TPG Advisors VI, Inc., T3 Advisors, Inc., T3 Advisors II, Inc., TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter, dated as of February 14, 2011, which was previously filed with the Commission as Exhibit 1 to Schedule 13G filed by TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter on February 14, 2011