(Amendment No. 3)*
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
*The remainder of this cover page shall be
filled out for 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 the 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
(“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
).
SCHEDULE 13G
1
|
Names of Reporting Persons
|
TPG Group Holdings (SBS) Advisors, Inc.
|
2
|
Check the appropriate box if a member of a Group (see instructions)
|
(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 (See Instructions)
|
[ ]
|
11
|
Percent of class represented by amount in row (9)
|
0.00%
|
12
|
Type of Reporting Person (See Instructions)
|
CO
|
|
|
|
|
SCHEDULE 13G
1
|
Names of Reporting Persons
|
David Bonderman
|
2
|
Check the appropriate box if a member of a Group (see instructions)
|
(a) [ ]
(b) [ ]
|
3
|
Sec Use Only
|
|
4
|
Citizenship or Place of Organization
|
United States of America
|
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 (See Instructions)
|
[ ]
|
11
|
Percent of class represented by amount in row (9)
|
0.00%
|
12
|
Type of Reporting Person (See Instructions)
|
IN
|
|
|
|
|
SCHEDULE 13G
1
|
Names of Reporting Persons
|
James G. Coulter
|
2
|
Check the appropriate box if a member of a Group (see instructions)
|
(a) [ ]
(b) [ ]
|
3
|
Sec Use Only
|
|
4
|
Citizenship or Place of Organization
|
United States of America
|
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 (See Instructions)
|
[ ]
|
11
|
Percent of class represented by amount in row (9)
|
0.00%
|
12
|
Type of Reporting Person (See Instructions)
|
IN
|
|
|
|
|
Item 1.
(a) Name
of Issuer:
Sabre Corporation
(the “
Issuer
”)
(b) Address
of Issuer’s Principal Executive Offices:
3150 Sabre Drive
Southlake, Texas 76092
Item 2.
|
(a)
|
Name of Person Filing:
|
This Amendment No. 3 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, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A,
LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of each of TPG GenPar V Advisors, LLC and TPG
GenPar IV Advisors, LLC. TPG GenPar V Advisors, LLC is the general partner of TPG GenPar V, L.P., which is the general partner
of each of (i) TPG Partners V, L.P., which directly held shares of Common Stock, (ii) TPG FOF V-A, L.P., which directly held shares
of Common Stock, and (iii) TPG FOF V-B, L.P., which directly held shares of Common Stock. TPG GenPar IV Advisors, LLC is the general
partner of TPG GenPar IV, L.P., which is the general partner of TPG Partners IV, L.P. (together with TPG Partners V, L.P., TPG
FOF V-A, L.P. and TPG FOF V-B, L.P., the “
TPG Funds
”), which directly held shares of Common Stock.
TPG GenPar V, L.P. is a member of Sovereign Manager Co-Invest,
LLC (“
Sovereign Manager
”), which is the managing member of Sovereign Co-Invest II, LLC (“
Co-Invest
II
”), which directly held shares of Common Stock. Sovereign Manager is managed by a management committee consisting of
two managers, one of which is designated by TPG GenPar V, L.P. Because of Group Advisors’ relationship to the TPG Funds and
Co-Invest II, Group Advisors may have been deemed to have beneficially owned the shares of Common Stock held by the TPG Funds and
Co-Invest II.
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 Common Stock held by the TPG Funds
and Co-Invest II. Messrs. Bonderman and Coulter disclaim beneficial ownership of the shares of Common Stock except to the extent
of their pecuniary interest therein.
|
(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
See responses to Item 4 on each cover page.
|
(d)
|
Title and Class of Securities:
|
Common Stock, $0.01 par value
(“
Common Stock
”)
|
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;
|
|
(b)
|
[_] Bank as defined in Section 3(a)(6) of the Act;
|
|
(c)
|
[_] Insurance company as defined in Section 3(a)(19) of the Act;
|
|
(d)
|
[_] Investment company registered under Section 8 of the Investment Company Act of 1940;
|
|
(e)
|
[_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
(f)
|
[_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
|
|
(g)
|
[_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
|
(h)
|
[_] A savings associations 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;
|
|
(j)
|
[_] A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
[_] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 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 [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 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.
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, 2019
TPG Group Holdings (SBS) Advisors,
Inc.
By:
/s/ Michael LaGatta
Name: Michael LaGatta
Title: Vice President
David Bonderman
By:
/s/ Bradford Berenson
Name: Bradford Berenson, on behalf of David Bonderman (1)
James G. Coulter
By:
/s/ Bradford Berenson
Name: Bradford Berenson, on behalf of James G. Coulter (2)
(1) Bradford Berenson is signing on behalf of Mr. Bonderman pursuant
to an authorization and designation letter dated March 13, 2018, which was previously filed with the Commission as an exhibit to
a Schedule 13G filed by Mr. Bonderman on April 2, 2018 (SEC File No. 005-90172).
(2) Bradford Berenson is signing on behalf of Mr. Coulter pursuant
to an authorization and designation letter dated March 13, 2018, which was previously filed with the Commission as an exhibit to
a Schedule 13G filed by Mr. Coulter on April 2, 2018 (SEC File No. 005-90172).
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.
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