Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)**
TRIPLEPOINT VENTURE GROWTH BDC CORP.
-------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
-------------------------------------------------------------------------------
(Title of Class of Securities)
89677Y100
--------------------------------------------
(CUSIP Number)
December 31, 2019
-------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[] Rule 13d-1(b)
[X] Rule 13d-1(c)
[] Rule 13d-1(d)
**This Amendment No. 3 is being filed solely to include information that was
inadvertently omitted from Amendment No. 2, which was filed
on February 10, 2020.
**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).
Page 1 of 59
-----------------------
CUSIP No. 89677Y100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Goldman Sachs Asset Management, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
1,794,007
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,794,007
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,794,007
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
7.2 % (1)
------------------------------------------------------------------------------
12. Type of Reporting Person
IA
------------------------------------------------------------------------------
(1) Based on 24,894,768 shares of common stock, par value $0.01 per share
(Common Stock) outstanding as of November 6, 2019, as reflected in the
Issuers Form 10-Q filed by the Issuer with the U.S. Securities and Exchange
Commission (SEC) on November 6, 2019.
Page 2 of 59
-----------------------
CUSIP No. 89677Y100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Vintage VII Foreign Income Blocker LLC
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
578,068
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
578,068
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
578,068
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
2.3 % (1)
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
(1) Based on 24,894,768 shares of common stock, par value $0.01 per share
(Common Stock) outstanding as of November 6, 2019, as reflected in the
Issuers Form 10-Q filed by the Issuer with the U.S. Securities and Exchange
Commission (SEC) on November 6, 2019.
Page 3 of 59
-----------------------
CUSIP No. 89677Y100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Vintage VII LP
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
578,068
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
578,068
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
578,068
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
2.3 % (1)
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
(1) Based on 24,894,768 shares of common stock, par value $0.01 per share
(Common Stock) outstanding as of November 6, 2019, as reflected in the
Issuers Form 10-Q filed by the Issuer with the U.S. Securities and Exchange
Commission (SEC) on November 6, 2019.
Page 4 of 59
-----------------------
CUSIP No. 89677Y100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
VF VII Advisors LLC
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
1,097,290
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,097,290
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,097,290
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
4.4 % (1)
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
(1) Based on 24,894,768 shares of common stock, par value $0.01 per share
(Common Stock) outstanding as of November 6, 2019, as reflected in the
Issuers Form 10-Q filed by the Issuer with the U.S. Securities and Exchange
Commission (SEC) on November 6, 2019.
Page 5 of 59
-----------------------
CUSIP No. 89677Y100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Vintage VII Offshore Holdings LP
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
519,222
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
519,222
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
519,222
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
2.1 % (1)
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
(1) Based on 24,894,768 shares of common stock, par value $0.01 per share
(Common Stock) outstanding as of November 6, 2019, as reflected in the
Issuers Form 10-Q filed by the Issuer with the U.S. Securities and Exchange
Commission (SEC) on November 6, 2019.
Page 6 of 59
-----------------------
CUSIP No. 89677Y100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Vintage VII A2 Offshore Holdings LP
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
230,771
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person
----------------------------------------------------------
8. Shared Dispositive Power
With:
230,771
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
230,771
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.9 % (1)
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
(1) Based on 24,894,768 shares of common stock, par value $0.01 per share
(Common Stock) outstanding as of November 6, 2019, as reflected in the
Issuers Form 10-Q filed by the Issuer with the U.S. Securities and Exchange
Commission (SEC) on November 6, 2019.
Page 7 of 59
-----------------------
CUSIP No. 89677Y100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
VF VII A2 Advisors LLC
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
230,771
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
230,771
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
230,771
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.9 % (1)
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
(1) Based on 24,894,768 shares of common stock, par value $0.01 per share
(Common Stock) outstanding as of November 6, 2019, as reflected in the
Issuers Form 10-Q filed by the Issuer with the U.S. Securities and Exchange
Commission (SEC) on November 6, 2019.
Page 8 of 59
-----------------------
CUSIP No. 89677Y100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Vintage VII Mgr Hlds LP
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
114,760
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
114,760
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
114,760
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.5 % (1)
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
(1) Based on 24,894,768 shares of common stock, par value $0.01 per share
(Common Stock) outstanding as of November 6, 2019, as reflected in the
Issuers Form 10-Q filed by the Issuer with the U.S. Securities and Exchange
Commission (SEC) on November 6, 2019.
Page 9 of 59
-----------------------
CUSIP No. 89677Y100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
VF VII Mgr Advisors Inc.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
114,760
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
114,760
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
114,760
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.5 % (1)
------------------------------------------------------------------------------
12. Type of Reporting Person
CO
------------------------------------------------------------------------------
(1) Based on 24,894,768 shares of common stock, par value $0.01 per share
(Common Stock) outstanding as of November 6, 2019, as reflected in the
Issuers Form 10-Q filed by the Issuer with the U.S. Securities and Exchange
Commission (SEC) on November 6, 2019.
Page 10 of 59
-----------------------
CUSIP No. 89677Y100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
DALPP Series A(2) Foreign Income Blocker LLC
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
96,919
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
96,919
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
96,919
------------------------------------------------------------------------------
10. Check 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
OO
------------------------------------------------------------------------------
(1) Based on 24,894,768 shares of common stock, par value $0.01 per share
(Common Stock) outstanding as of November 6, 2019, as reflected in the
Issuers Form 10-Q filed by the Issuer with the U.S. Securities and Exchange
Commission (SEC) on November 6, 2019.
Page 11 of 59
-----------------------
CUSIP No. 89677Y100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
DALPP, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
96,919
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
96,919
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
96,919
------------------------------------------------------------------------------
10. Check 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
PN
------------------------------------------------------------------------------
(1) Based on 24,894,768 shares of common stock, par value $0.01 per share
(Common Stock) outstanding as of November 6, 2019, as reflected in the
Issuers Form 10-Q filed by the Issuer with the U.S. Securities and Exchange
Commission (SEC) on November 6, 2019.
Page 12 of 59
-----------------------
CUSIP No. 89677Y100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Goldman Sachs DA LLC
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
96,919
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
96,919
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
96,919
------------------------------------------------------------------------------
10. Check 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
OO
----------------------------------
--------------------------------------------
(1) Based on 24,894,768 shares of common stock, par value $0.01 per share
(Common Stock) outstanding as of November 6, 2019, as reflected in the
Issuers Form 10-Q filed by the Issuer with the U.S. Securities and Exchange
Commission (SEC) on November 6, 2019.
Page 13 of 59
-----------------------
CUSIP No. 89677Y100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Vintage VII B2 Offshore Corporate Holdings LP
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
92,890
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
92,890
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
92,890
------------------------------------------------------------------------------
10. Check 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
PN
------------------------------------------------------------------------------
(1) Based on 24,894,768 shares of common stock, par value $0.01 per share
(Common Stock) outstanding as of November 6, 2019, as reflected in the
Issuers Form 10-Q filed by the Issuer with the U.S. Securities and Exchange
Commission (SEC) on November 6, 2019.
Page 14 of 59
-----------------------
CUSIP No. 89677Y100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
VF VII B2 Advisors LLC
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
92,890
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
92,890
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
92,890
------------------------------------------------------------------------------
10. Check 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
OO
------------------------------------------------------------------------------
(1) Based on 24,894,768 shares of common stock, par value $0.01 per share
(Common Stock) outstanding as of November 6, 2019, as reflected in the
Issuers Form 10-Q filed by the Issuer with the U.S. Securities and Exchange
Commission (SEC) on November 6, 2019.
Page 15 of 59
-----------------------
CUSIP No. 89677Y100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Vintage VII B Offshore Holdings LP
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
78,312
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
78,312
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
78,312
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.3 % (1)
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
(1) Based on 24,894,768 shares of common stock, par value $0.01 per share
(Common Stock) outstanding as of November 6, 2019, as reflected in the
Issuers Form 10-Q filed by the Issuer with the U.S. Securities and Exchange
Commission (SEC) on November 6, 2019.
Page 16 of 59
-----------------------
CUSIP No. 89677Y100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
VF VII B Advisors LLC
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
110,817
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
110,817
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
110,817
------------------------------------------------------------------------------
10. Check 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
OO
------------------------------------------------------------------------------
(1) Based on 24,894,768 shares of common stock, par value $0.01 per share
(Common Stock) outstanding as of November 6, 2019, as reflected in the
Issuers Form 10-Q filed by the Issuer with the U.S. Securities and Exchange
Commission (SEC) on November 6, 2019.
Page 17 of 59
-----------------------
CUSIP No. 89677Y100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Vintage VII B Foreign Income Blocker LLC
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
32,505
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
32,505
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
32,505
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.1 % (1)
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
(1) Based on 24,894,768 shares of common stock, par value $0.01 per share
(Common Stock) outstanding as of November 6, 2019, as reflected in the
Issuers Form 10-Q filed by the Issuer with the U.S. Securities and Exchange
Commission (SEC) on November 6, 2019.
Page 18 of 59
-----------------------
CUSIP No. 89677Y100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Vintage VII B LP
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
32,505
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
32,505
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
32,505
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.1 % (1)
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
(1) Based on 24,894,768 shares of common stock, par value $0.01 per share
(Common Stock) outstanding as of November 6, 2019, as reflected in the
Issuers Form 10-Q filed by the Issuer with the U.S. Securities and Exchange
Commission (SEC) on November 6, 2019.
Page 19 of 59
-----------------------
CUSIP No. 89677Y100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
FPP Alternative Investments Foreign Income Blocker LLC
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
17,505
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
17,505
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
17,505
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.1 % (1)
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
(1) Based on 24,894,768 shares of common stock, par value $0.01 per share
(Common Stock) outstanding as of November 6, 2019, as reflected in the
Issuers Form 10-Q filed by the Issuer with the U.S. Securities and Exchange
Commission (SEC) on November 6, 2019.
Page 20 of 59
-----------------------
CUSIP No. 89677Y100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
FPP Alternative Investments I, LP
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
17,505
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
17,505
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
17,505
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.1 % (1)
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
(1) Based on 24,894,768 shares of common stock, par value $0.01 per share
(Common Stock) outstanding as of November 6, 2019, as reflected in the
Issuers Form 10-Q filed by the Issuer with the U.S. Securities and Exchange
Commission (SEC) on November 6, 2019.
Page 21 of 59
-----------------------
CUSIP No. 89677Y100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Vintage VII Emp Foreign Income Blocker LLC
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
16,866
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
16,866
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
16,866
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.1 % (1)
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
(1) Based on 24,894,768 shares of common stock, par value $0.01 per share
(Common Stock) outstanding as of November 6, 2019, as reflected in the
Issuers Form 10-Q filed by the Issuer with the U.S. Securities and Exchange
Commission (SEC) on November 6, 2019.
Page 22 of 59
-----------------------
CUSIP No. 89677Y100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Vintage VII Emp LP
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
16,866
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
16,866
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
16,866
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.1 % (1)
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
(1) Based on 24,894,768 shares of common stock, par value $0.01 per share
(Common Stock) outstanding as of November 6, 2019, as reflected in the
Issuers Form 10-Q filed by the Issuer with the U.S. Securities and Exchange
Commission (SEC) on November 6, 2019.
Page 23 of 59
-----------------------
CUSIP No. 89677Y100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
RA Program 2017 Foreign Income Blocker Ltd
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
16,189
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
16,189
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
16,189
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.1 % (1)
------------------------------------------------------------------------------
12. Type of Reporting Person
CO
------------------------------------------------------------------------------
(1) Based on 24,894,768 shares of common stock, par value $0.01 per share
(Common Stock) outstanding as of November 6, 2019, as reflected in the
Issuers Form 10-Q filed by the Issuer with the U.S. Securities and Exchange
Commission (SEC) on November 6, 2019.
Page 24 of 59
-----------------------
CUSIP No. 89677Y100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
RA Program LP
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
16,189
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
16,189
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
16,189
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.1 % (1)
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
(1) Based on 24,894,768 shares of common stock, par value $0.01 per share
(Common Stock) outstanding as of November 6, 2019, as reflected in the
Issuers Form 10-Q filed by the Issuer with the U.S. Securities and Exchange
Commission (SEC) on November 6, 2019.
Page 25 of 59
-----------------------
CUSIP No. 89677Y100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Goldman Sachs TL Program Advisors, Inc.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
16,189
Owned by
----------------------------------------------------------
Each 7. S
ole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
16,189
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
16,189
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.1 % (1)
------------------------------------------------------------------------------
12. Type of Reporting Person
CO
------------------------------------------------------------------------------
(1) Based on 24,894,768 shares of common stock, par value $0.01 per share
(Common Stock) outstanding as of November 6, 2019, as reflected in the
Issuers Form 10-Q filed by the Issuer with the U.S. Securities and Exchange
Commission (SEC) on November 6, 2019.
Page 26 of 59
-----------------------
CUSIP No. 89677Y100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GSAM Gen-Par, LLC
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
147,479
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
147,479
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
147,479
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.6 % (1)
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
(1) Based on 24,894,768 shares of common stock, par value $0.01 per share
(Common Stock) outstanding as of November 6, 2019, as reflected in the
Issuers Form 10-Q filed by the Issuer with the U.S. Securities and Exchange
Commission (SEC) on November 6, 2019.
Page 27 of 59
Item 1(a). Name of Issuer:
TRIPLEPOINT VENTURE GROWTH BDC CORP.
Item 1(b). Address of Issuer's Principal Executive Offices:
2755 Sand Hill Road, Suite 150
Menlo Park, CA 94025
Item 2(a). Name of Persons Filing:
This Amendment No. 3 to the Schedule 13G is being filed on
behalf of the following persons (the Reporting Persons)
*:
Goldman Sachs Asset Management, L.P.;
Vintage VII Foreign Income Blocker LLC;
Vintage VII LP;
VF VII Advisors LLC;
Vintage VII Offshore Holdings LP;
Vintage VII A2 Offshore Holdings LP;
VF VII A2 Advisors LLC;
Vintage VII Mgr Hlds LP;
VF VII Mgr Advisors Inc.;
DALPP Series A(2) Foreign Income Blocker LLC;
DALPP, L.P.;
Goldman Sachs DA LLC;
Vintage VII B2 Offshore Corporate Holdings LP;
VF VII B2 Advisors LLC;
Vintage VII B Offshore Holdings LP;
VF VII B Advisors LLC;
Vintage VII B Foreign Income Blocker LLC;
Vintage VII B LP;
FPP Alternative Investments Foreign Income Blocker LLC;
FPP Alternative Investments I, LP;
Vintage VII Emp Foreign Income Blocker LLC;
Vintage VII Emp LP;
RA Program 2017 Foreign Income Blocker Ltd. (together
with Vintage VII Mgr Hlds LP, Vintage VII A2 Offshore
Holdings LP, Vintage VII B Offshore Holdings LP,
Vintage VII Offshore Holdings LP, Vintage VII B2
Offshore Corporate Holdings LP, Vintage VII Foreign
Income Blocker LLC, Vintage VII B Foreign Income
Blocker LLC, Vintage VII Emp Foreign Income Blocker
LLC, DALPP Series A(2) Foreign Income Blocker LLC,
and FPP Alternative Investments Foreign Income
Blocker LLC, the Record Owners);
RA Program LP;
Goldman Sachs TL Program Advisors, Inc.; and
GSAM Gen-Par, LLC
*Attached as Exhibit 99.1 is a copy of an agreement
among the Reporting Persons that this Amendment No.
1 to the Schedule 13G is being filed on behalf of
each of them.
Item 2(b). Address of Principal Business Office or, if none, Residence:
The address of the principal business office of each Reporting
Person is care of Goldman Sachs Asset Management, 200 West
Street, New York, NY 10282
Item 2(c). Citizenship:
See response(s) to Item 4 on the attached cover page(s).
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.01 per share ("Common Stock")
Item 2(e). CUSIP Number:
89677Y100
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:
Not Applicable
Page 28 of 59
Item 4. Ownership.*
(a). Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
(b). Percent of Class:
See the response(s)to Item 11 on the attached cover page(s).
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the
response(s) to Item 5 on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the
response(s) to Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition
of: See the response(s) to Item 7 on the attached
cover page(s).
(iv). Shared power to dispose or to direct the disposition
of: See the response(s) to Item 8 on the attached
cover page(s).
Each of the Record Owners is the record owner of the shares
of Common Stock shown on item 9 of its respective cover
page.
Vintage VII LP is the sole member of Vintage VII Foreign
Income Blocker LLC and may be deemed to share beneficial
ownership of the shares of Common Stock of which Vintage VII
Foreign Income Blocker LLC is the record owner.
Vintage VII B LP is the sole member of Vintage VII B
Foreign Income Blocker LLC and may be deemed to share
beneficial ownership of the shares of Common Stock of which
Vintage VII B Foreign Income Blocker LLC is the record owner.
Vintage VII Emp LP is the sole member of Vintage VII Emp
Foreign Income Blocker LLC and may be deemed to share
beneficial ownership of the shares of Common Stock of
which Vintage VII Emp Foreign Income Blocker LLC is the
record owner.
DALPP, L.P. is the sole member of DALPP Series A(2) Foreign
Income Blocker LLC and may be deemed to share beneficial
ownership of the shares of Common Stock of which DALPP
Series A(2) Foreign Income Blocker LLC is the record owner.
FPP Alternative Investments I, LP is the sole member of
FPP Alternative Investments Foreign Income Blocker LLC and
may be deemed to share beneficial ownership of the shares
of Common Stock of which FPP Alternative Investments
Foreign Income Blocker LLC is the record owner.
RA Program LP is the sole member of RA Program 2017
Foreign Income Blocker Ltd and may be deemed to share
beneficial ownership of the shares of Common Stock of which
RA Program 2017 Foreign Income Blocker Ltd is the record
owner.
VF VII Advisors LLC is the general partner of Vintage VII
LP and Vintage VII Offshore Holdings LP and may be deemed to
share beneficial ownership of the shares of Common Stock of
which Vintage VII LP may share beneficial ownership and the
shares of Common Stock of which Vintage VII Offshore
Holdings LP is the record owner.
VF VII A2 Advisors LLC is the general partner of Vintage VII
A2 Offshore Holdings LP and may be deemed to share
beneficial ownership of the shares of Common Stock of which
Vintage VII A2 Offshore Holdings LP is the record owner.
VF VII Mgr Advisors Inc. is the general partner of Vintage
VII Mgr Hlds LP and may be deemed to share beneficial
ownership of the shares of Common Stock of which Vintage
VII Mgr Hlds LP is the record owner.
Goldman Sachs DA LLC is the general partner of DALPP,
L.P. and may be deemed to share beneficial ownership of
the shares of Common Stock of which DALPP, L.P. may share
beneficial ownership.
VF VII B2 Advisors LLC is the general partner of Vintage
VII B2 Offshore Corporate Holdings LP and may be deemed to
share beneficial ownership of the shares of Common Stock of
which Vintage VII B2 Offshore Corporate Holdings LP is
the record owner.
VF VII B Advisors LLC is the general partner of Vintage
VII B Offshore Holdings LP and Vintage VII B LP and may be
deemed to share beneficial ownership of the shares of Common
Stock of which Vintage VII B LP may share beneficial
ownership and the shares of Common Stock of which Vintage
VII B Offshore Holdings LP is the record owner.
Goldman Sachs TL Program Advisors, Inc. is the general
partner of RA Program LP and may be deemed to share
beneficial ownership of the shares of Common Stock of
which RA Program LP may share beneficial ownership.
GSAM Gen-Par, LLC is the general partner of FPP
Alternative Investments I, LP and Vintage VII Emp LP,
the sole shareholder of Goldman Sachs TL Program Advisers,
Inc., and the managing member of Goldman Sachs DA LLC,
and may be deemed to share beneficial ownership of the
shares of Common Stock of which such entities may share
beneficial ownership.
Goldman Sachs Asset Management, L.P. is the investment
manager to Vintage VII Mgr Hlds LP, Vintage VII A2
Offshore Holdings LP, Vintage VII B Offshore Holdings LP,
and Vintage VII B2 Offshore Corporate Holdings LP and may
be deemed to share beneficial ownership of the shares of
Common Stock of which such entities are the record owner.
In addition, Goldman Sachs Asset Management, L.P. is the
investment manager to DALPP, L.P., FPP Alternative
Investments I, LP, RA Program LP, Vintage VII LP,
Vintage VII B LP and Vintage VII Emp LP, and may be
deemed to share beneficial ownership of the shares of
Common Stock of which such entities may share
beneficial ownership. Finally, Goldman Sachs Asset
Management, L.P., by virtue of its relationship to VF
VII Advisors LLC, may be deemed to share beneficial
ownership of the shares of Common Stock of which VF VII
Advisors LLC may be deemed to share beneficial ownership.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Clients of the Reporting Person(s) have or may have the
right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, securities
held in their accounts. Clients known to have such right or
power with respect to more than 5% of the class of
securities to which this report relates are:
NONE
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
See Exhibit (99.2)
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect, other than activities solely in
connection with a nomination under Section 240.14a-11.
--------------------------
*In accordance with the S
ecurities and Exchange Commission Release No.
34-39538 (January 12, 1998) (the "Release"), this filing reflects the
securities beneficially owned by certain operating units (collectively,
the "Goldman Sachs Reporting Units") of The Goldman Sachs Group, Inc.
and its subsidiaries and affiliates (collectively, "GSG"). This filing
does not reflect securities, if any, beneficially owned by any operating
units of GSG whose ownership of securities is disaggregated from that
of the Goldman Sachs Reporting Units in accordance with the Release.
The Goldman Sachs Reporting Units disclaim beneficial ownership of the
securities beneficially owned by (i) any client accounts with respect to
which the Goldman Sachs Reporting Units or their employees have voting
or investment discretion or both, or with respect to which there are limits
on their voting or investment authority or both and (ii) certain investment
entities of which the Goldman Sachs Reporting Units act as the general
partner, managing general partner or other manager, to the extent interests
in such entities are held by persons other than the Goldman Sachs Reporting
Units.
Page 29 of 59
INDEX TO EXHIBITS
Exhibit No. Exhibit
----------- -------
99.1 Joint Filing Agreement
99.2 Identification and Classification of Members of the Group
99.3 Power of Attorney, relating to
Goldman Sachs Asset Management, L.P.
99.4 Power of Attorney, relating to
Vintage VII Foreign Income Blocker LLC
99.5 Power of Attorney, relating to
Vintage VII LP
99.6 Power of Attorney, relating to
VF VII Advisors LLC
99.7 Power of Attorney, relating to
Vintage VII Offshore Holdings LP
99.8 Power of Attorney, relating to
Vintage VII A2 Offshore Holdings LP
99.9 Power of Attorney, relating to
VF VII A2 Advisors LLC
99.10 Power of Attorney, relating to
Vintage VII Mgr Hlds LP
99.11 Power of Attorney, relating to
VF VII Mgr Advisors Inc.
99.12 Power of Attorney, relating to
DALPP Series A(2) Foreign Income Blocker LLC
99.13 Power of Attorney, relating to
DALPP, L.P.
99.14 Power of Attorney, relating to
Goldman Sachs DA LLC
99.15 Power of Attorney, relating to
Vintage VII B2 Offshore Corporate Holdings LP
99.16 Power of Attorney, relating to
VF VII B2 Advisors LLC
99.17 Power of Attorney, relating to
Vintage VII B Offshore Holdings LP
99.18 Power of Attorney, relating to
VF VII B Advisors LLC
99.19 Power of Attorney, relating to
Vintage VII B Foreign Income Blocker LLC
99.20 Power of Attorney, relating to
Vintage VII B LP
99.21 Power of Attorney, relating to
FPP Alternative Investments Foreign Income Blocker LLC
99.22 Power of Attorney, relating to
FPP Alternative Investments I, LP
99.23 Power of Attorney, relating to
Vintage VII Emp Foreign Income Blocker LLC
99.24 Power of Attorney, relating to
Vintage VII Emp LP
99.25 Power of Attorney, relating to
RA Program 2017 Foreign Income Blocker Ltd
99.26 Power of Attorney, relating to
RA Program LP
99.27 Power of Attorney, relating to
Goldman Sachs TL Program Advisors, Inc.
99.28 Power of Attorney, relating to
GSAM Gen-Par, L.L.C.
Page 30 of 59
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.
Date: February 11, 2020
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
Vintage VII Foreign Income Blocker LLC
By: Vintage VII LP, its sole member
By: Goldman Sachs Asset Management, L.P., its investment manager
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
Vintage VII LP
By: Goldman Sachs Asset Management, L.P., its investment manager
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
Vintage VII Offshore Holdings LP
By: VF VII Advisors LLC, its general partner
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
VF VII Advisors LLC
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
Vintage VII Emp Foreign Income Blocker LLC
By: Vintage VII EMP LP, its sole member
By: GSAM Gen-Par, L.L.C., its general partner
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
Vintage VII Emp LP
By: GSAM Gen-Par, L.L.C., its general partner
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
GSAM Gen-Par, L.L.C.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
Vintage VII B Foreign Income Blocker LLC
By: Vintage VII B LP, its sole member
By: Goldman Sachs Asset Management, L.P., its investment manager
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
Vintage VII B LP
By: Goldman Sachs Asset Management, L.P., its investment manager
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
Vintage VII B Offshore Holdings LP
By: Goldman Sachs Asset Management, L.P., its investment manager
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
Vintage VII B2 Offshore Corporate Holdings LP
By: Goldman Sachs Asset Management, L.P., its investment manager
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
Vintage VII Mgr Hlds LP
By: Goldman Sachs Asset Management, L.P., its investment manager
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
Vintage VII A2 Offshore Holdings LP
By: Goldman Sachs Asset Management, L.P., its investment manager
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
DALPP Series A(2) Foreign Income Blocker LLC
By: DALPP, L.P., its sole member
By: Goldman Sachs DA LLC, its general partner
By: GSAM Gen-Par, L.L.C., its managing member
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
DALPP, L.P.
By: Goldman Sachs DA LLC, its general partner
By: GSAM Gen-Par, L.L.C., its managing member
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
Goldman Sachs DA LLC
By: GSAM Gen-Par, L.L.C., its managing member
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
RA Program 2017 Foreign Income Blocker Ltd
By: RA Program LP, its sole member
By: Goldman Sachs TL Program Advisors, Inc., its general partner
By: GSAM Gen-Par, L.L.C., its director
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
RA Program LP
By: Goldman Sachs TL Program Advisors, Inc., its general partner
By: GSAM Gen-Par, L.L.C., its director
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
Goldman Sachs TL Program Advisors, Inc.
By: GSAM Gen-Par, L.L.C., its director
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
FPP Alternative Investments Foreign Income Blocker LLC
By: FPP Alternative Investments I, LP, its sole member
By: GSAM Gen-Par, L.L.C., its general partner
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
FPP Alternative Investments I, LP
By: GSAM Gen-Par, L.L.C., its general partner
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
VF VII B Advisors LLC
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
VF II B2 Advisors LLC
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
VF VII Mgr Advisors Inc.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
VF VII A2 Advisors LLC
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
Page 31 of 59
EXHIBIT (99.1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of this
Amendment No. 1 to the Statement on Schedule 13G (including any and all
amendments thereto) with respect to the Common Stock, par value $0.01 per
share, of TRIPLEPOINT VENTURE GROWTH BDC CORP. and further agree to the filing
of this agreement as an Exhibit thereto. In addition, each party to this
Agreement expressly authorizes each other party to this Agreement to file on
its behalf any and all further amendments to such Statement on Schedule 13G.
Date: February 11, 2020
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
Vintage VII Foreign Income Blocker LLC
By: Vintage VII LP, its sole member
By: Goldman Sachs Asset Management, L.P., its investment manager
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
Vintage VII LP
By: Goldman Sachs Asset Management, L.P., its investment manager
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
Vintage VII Offshore Holdings LP
By: VF VII Advisors LLC, its general partner
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
VF VII Advisors LLC
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
Vintage VII Emp Foreign Income Blocker LLC
By: Vintage VII EMP LP, its sole member
By: GSAM Gen-Par, L.L.C., its general partner
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
Vintage VII Emp LP
By: GSAM Gen-Par, L.L.C., its general partner
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
GSAM Gen-Par, L.L.C.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
Vintage VII B Foreign Income Blocker LLC
By: Vintage VII B LP, its sole member
By: Goldman Sachs Asset Management, L.P., its investment manager
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
Vintage VII B LP
By: Goldman Sachs Asset Management, L.P., its investment manager
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
Vintage VII B Offshore Holdings LP
By: Goldman Sachs Asset Management, L.P., its investment manager
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
Vintage VII B2 Offshore Corporate Holdings LP
By: Goldman Sachs Asset Management, L.P., its investment manager
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
Vintage VII Mgr Hlds LP
By: Goldman Sachs Asset Management, L.P., its investment manager
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
Vintage VII A2 Offshore Holdings LP
By: Goldman Sachs Asset Management, L.P., its investment manager
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
DALPP Series A(2) Foreign Income Blocker LLC
By: DALPP, L.P., its sole member
By: Goldman Sachs DA LLC, its general partner
By: GSAM Gen-Par, L.L.C., its managing member
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
DALPP, L.P.
By: Goldman Sachs DA LLC, its general partner
By: GSAM Gen-Par, L.L.C., its managing member
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
Goldman Sachs DA LLC
By: GSAM Gen-Par, L.L.C., its managing member
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
RA Program 2017 Foreign Income Blocker Ltd
By: RA Program LP, its sole member
By: Goldman Sachs TL Program Advisors, Inc., its general partner
By: GSAM Gen-Par, L.L.C., its director
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
RA Program LP
By: Goldman Sachs TL Program Advisors, Inc., its general partner
By: GSAM Gen-Par, L.L.C., its director
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
Goldman Sachs TL Program Advisors, Inc.
By: GSAM Gen-Par, L.L.C., its director
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
FPP Alternative Investments Foreign Income Blocker LLC
By: FPP Alternative Investments I, LP, its sole member
By: GSAM Gen-Par, L.L.C., its general partner
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
FPP Alternative Investments I, LP
By: GSAM Gen-Par, L.L.C., its general partner
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
VF VII B Advisors LLC
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
VF II B2 Advisors LLC
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
VF VII Mgr Advisors Inc.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
VF VII A2 Advisors LLC
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
Page 32 of 59
EXHIBIT (99.2)
Identification and Classification of Members of the Group
To the extent that the Reporting Persons constitute a group, each member
of the group is identified herein in its respective cover page.
Page 33 of 59
EXHIBIT (99.3)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS Goldman Sachs Asset Management, L.P.
(the "Company") does hereby make, constitute and appoint each of Stephanie
Snyder, Jerry Li, Eddie Arhagba, Abdul Khayum, Terry Mosher and Rachel Fraizer
(each, an "attorney-in-fact"), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether
the Company is acting individually or as representative of others, any and
all filings required to be made by the Company under the Securities Exchange Act
of 1934, (as amended, the "Act"), with respect to securities which may be
deemed to be beneficially owned by the Company under the Act, giving and
granting unto each said attorney-in-fact power and authority to act in
the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until the
earlier of (i) August 2, 2020 and (ii) such time that it is revoked in
writing; provided that in the event an attorney-in-fact ceases to be
an employee of The Goldman Sachs Group, Inc. or one of its affiliates
or ceases to perform the function in connection with which he/she was
appointed attorney-in-fact prior to such time, this Power of Attorney
shall cease to have effect in relation to such Attorney-in-Fact upon
such cessation but shall continue in full force and effect in relation
to any remaining attorneys-in-fact.The Company has the unrestricted
right unilaterally to revoke this Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance
with, the laws of the State of New York, without regard to rules of
conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of August 2, 2019.
Goldman Sachs Asset Management, L.P.
By: /s/ Ellen R. Porges
____________________________
Name: Ellen R. Porges
Title: Authorized Signatory, Managing Director
Page 34 of 59
EXHIBIT (99.4)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS VINTAGE VII FOREIGN INCOME BLOCKER LLC
(the "Company") does hereby make, constitute and appoint each of Stephanie
Snyder, Terry Mosher, Abdul Khayum, Jerry Li, and Javier Gonzalez
(and any other employee of The Goldman Sachs Group, Inc.
or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 31, 2020.
VINTAGE VII FOREIGN INCOME BLOCKER LLC
By: /s/ Garrett Zablocki
____________________________
Name: Garrett Zablocki
Title: Authorized Signatory and Vice President
Page 35 of 59
EXHIBIT (99.5)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS VINTAGE VII LP (the "Company") does hereby
make, constitute and appoint each of Stephanie
Snyder, Terry Mosher, Abdul Khayum, Jerry Li, and Javier Gonzalez
(and any other employee of The Goldman Sachs Group, Inc. or one of
its affiliates designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney, to execute and deliver in its name
and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"),
with respect to securities which may be deemed to be beneficially owned by the
Company under the Act, giving and granting unto each said attorney-in-fact
power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of
its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 31, 2020.
VINTAGE VII LP
By: /s/ Garrett Zablocki
____________________________
Name: Garrett Zablocki
Title: Authorized Signatory and Vice President
Page 36 of 59
EXHIBIT (99.6)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS VF VII ADVISORS, LLC (the "Company") does
hereby make, constitute and appoint each of Terry Mosher, Abdul Khayum, Jerry
Li, and Javier Gonzalez (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated
in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and deliver in
its name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"),
with respect to securities which may be deemed to be beneficially owned by the
Company under the Act, giving and granting unto each said attorney-in-fact
power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 31, 2020.
VF VII ADVISORS, LLC
By: /s/ Andrew Johnson
____________________________
Name: Andrew Johnson
Title: Authorized Signatory
Page 37 of 59
EXHIBIT (99.7)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS VINTAGE VII OFFSHORE HOLDINGS LP
(the "Company") does hereby make, constitute and appoint each of Stephanie
Snyder, Terry Mosher, Abdul Khayum, Jerry Li, and Javier Gonzalez
(and any other employee of The Goldman Sachs Group, Inc.
or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 31, 2020.
VINTAGE VII OFFSHORE HOLDINGS LP
By: /s/ Garrett Zablocki
____________________________
Name: Garrett Zablocki
Title: Authorized Signatory and Vice President
Page 38 of 59
EXHIBIT (99.8)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS VINTAGE VII A2 OFFSHORE HOLDINGS LP
(the "Company") does hereby make, constitute and appoint each of Stephanie
Snyder, Terry Mosher, Abdul Khayum, Jerry Li, and Javier Gonzalez
(and any other employee of The Goldman Sachs Group, Inc.
or one of its affiliates designated in writing
by one of the attorneys-in-fact), acting individually, its true and
lawful attorney, to execute and deliver in its name and
on its behalf whether the Company is acting individually
or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 31, 2020.
VINTAGE VII A2 OFFSHORE HOLDINGS LP
By: /s/ Garrett Zablocki
____________________________
Name: Garrett Zablocki
Title: Authorized Signatory and Vice President
Page 39 of 59
EXHIBIT (99.9)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE VF VII A2 Advisors LLC (the "Company") does hereby
make, constitute and appoint each of Terry Mosher, Abdul Khayum, Jerry Li, and
Javier Gonzalez (and any other employee of The Goldman Sachs Group, Inc. or one
of its affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and deliver
in its name and on its behalf whether the Company is acting individually or
as representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"),
with respect to securities which may be deemed to be beneficially owned by
the Company under the Act, giving and granting unto each said attorney-in-fact
power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 31, 2020.
VF VII A2 Advisors LLC
By: /s/ Andrew Johnson
____________________________
Name: Andrew Johnson
Title: Authorized Signatory
Page 40 of 59
EXHIBIT (99.10)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS VINTAGE VII MGR HLDS LP (the "Company")
does hereby make, constitute and appoint each of Stephanie Snyder, Terry Mosher,
Abdul Khayum, Jerry Li, and Javier Gonzalez (and any other
employee of The Goldman Sachs Group, Inc.
or one of its affiliates designated in writing by one of the attorneys-
in-fact), acting individually, its true and lawful attorney, to execute and
deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to
be made by the Company under the Securities Exchange Act of 1934, (as amended,
the "Act"), with respect to securities which may be deemed to be beneficially
owned by the Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as fully and to
all intents and purposes as the Company might or could do if personally present
by one of its authorized signatories, hereby ratifying and confirming all that
said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee
of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 31, 2020.
VINTAGE VII MGR HLDS LP
By: /s/ Garrett Zablocki
____________________________
Name: Garrett Zablocki
Title: Authorized Signatory and Vice President
Page 41 of 59
EXHIBIT (99.11)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE VF VII MGR ADVISORS INC. (the "Company") does hereby
make, constitute and appoint each of Terry Mosher, Abdul Khayum, Jerry Li,
and Javier Gonzalez (and any other employee of The Goldman Sachs Group, Inc. or
one of its affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and deliver in
its name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and
authority to act in the premises as fully and to all intents and purposes as the
Company might or could do if personally present by one of its authorized
signatories, hereby ratifying and confirming all that said attorney-in-fact
shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 31, 2020.
VF VII MGR ADVISORS INC.
By: /s/ Andrew Johnson
____________________________
Name: Andrew Johnson
Title: Authorized Signatory
Page 42 of 59
EXHIBIT (99.12)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS DALPP SERIES A(2) FOREIGN INCOME BLOCKER LLC
(the "Company") does hereby make, constitute and appoint each of
Stephanie Snyder, Terry Mosher, Abdul Khayum, Jerry Li, and Javier Gonzalez
(and any other employee of The Goldman Sachs Group, Inc. or one of its
affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 20, 2020.
DALPP SERIES A(2) FOREIGN INCOME BLOCKER LLC
By: /s/ Garrett Zablocki
____________________________
Name: Garrett Zablocki
Title: Authorized Signatory and Vice President
Page 43 of 59
EXHIBIT (99.13)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS DALPP, L.P. (the "Company") does hereby
make, constitute and appoint each of Stephanie Snyder, Terry Mosher,
Abdul Khayum, Jerry Li, and Javier Gonzalez(and any other
employee of The Goldman Sachs Group, Inc. or one of
its affiliates designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney, to execute and deliver in its name
and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with
respect to securities which may be deemed to be beneficially owned by the
Company under the Act, giving and granting unto each said attorney-in-fact
power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 31, 2020.
DALPP, L.P.
By: /s/ Garrett Zablocki
____________________________
Name: Garrett Zablocki
Title: Authorized Signatory and Vice President
Page 44 of 59
EXHIBIT (99.14)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GOLDMAN SACHS DA LLC (the "Company") does
hereby make, constitute and appoint each of Stephanie Snyder, Terry Mosher,
Abdul Khayum, Jerry Li, and Javier Gonzalez (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates
designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and deliver in
its name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"),
with respect to securities which may be deemed to be beneficially owned by
the Company under the Act, giving and granting unto each said attorney-in-fact
power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 31, 2020.
GOLDMAN SACHS DA LLC
By: /s/ Garrett Zablocki
____________________________
Name: Garrett Zablocki
Title: Authorized Signatory and Vice President
Page 45 of 59
EXHIBIT (99.15)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS VINTAGE VII B2 OFFSHORE CORPORATE HOLDINGS LP
(the "Company") does hereby make, constitute and appoint each of
Terry Mosher, Abdul Khayum, Jerry Li, and Javier Gonzalez
(and any other employee of The Goldman Sachs Group, Inc.
or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 31, 2020.
VINTAGE VII B2 OFFSHORE CORPORATE HOLDINGS LP
By: /s/ Garrett Zablocki
____________________________
Name: Garrett Zablocki
Title: Authorized Signatory and Vice President
Page 46 of 59
EXHIBIT (99.16)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE VF VII B2 ADVISORS LLC (the "Company") does hereby
make, constitute and appoint each of Terry Mosher, Abdul Khayum, Jerry Li, and
Javier Gonzalez (and any other employee of The Goldman Sachs Group, Inc. or one
of its affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and deliver
in its name and on its behalf whether the Company is acting individually or
as representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"),
with respect to securities which may be deemed to be beneficially owned by
the Company under the Act, giving and granting unto each said attorney-in-fact
power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 31, 2020.
VINTAGE VF VII B2 ADVISORS LLC
By: /s/ Andrew Johnson
____________________________
Name: Andrew Johnson
Title: Authorized Signatory
Page 47 of 59
EXHIBIT (99.17)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS VINTAGE VII B OFFSHORE HOLDINGS LP
(the "Company") does hereby make, constitute and appoint each of Terry Mosher,
Abdul Khayum, Jerry Li, and Javier Gonzalez (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true
and lawful attorney, to execute and deliver in its name and
on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 31, 2020.
VINTAGE VII B OFFSHORE HOLDINGS LP
By: /s/ Garrett Zablocki
____________________________
Name: Garrett Zablocki
Title: Authorized Signatory and Vice President
Page 48 of 59
EXHIBIT (99.18)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE VF VII B ADVISORS LLC (the "Company") does hereby
make, constitute and appoint each of Terry Mosher,
Abdul Khayum, Jerry Li, and Javier Gonzalez
(and any other employee of The Goldman Sachs Group, Inc. or
one of its affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and deliver in
its name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"),
with respect to securities which may be deemed to be beneficially owned by the
Company under the Act, giving and granting unto each said attorney-in-fact
power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 31, 2020.
VF VII B ADVISORS LLC
By: /s/ Andrew Johnson
____________________________
Name: Andrew Johnson
Title: Authorized Signatory
Page 49 of 59
EXHIBIT (99.19)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS VINTAGE VII B FOREIGN INCOME BLOCKER LLC
(the "Company") does hereby make, constitute and appoint each of Stephanie
Snyder, Terry Mosher, Abdul Khayum, Jerry Li, and Javier Gonzalez
(and any other employee of The Goldman Sachs Group, Inc.
or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
I
N WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 31, 2020.
VINTAGE VII B FOREIGN INCOME BLOCKER LLC
By: /s/ Garrett Zablocki
____________________________
Name: Garrett Zablocki
Title: Authorized Signatory and Vice President
Page 50 of 59
EXHIBIT (99.20)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS VINTAGE VII B LP (the "Company") does hereby
make, constitute and appoint each of Stephanie
Snyder, Terry Mosher, Abdul Khayum, Jerry Li, and Javier Gonzalez
(and any other employee of The Goldman Sachs Group, Inc. or
one of its affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and deliver in
its name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"),
with respect to securities which may be deemed to be beneficially owned by
the Company under the Act, giving and granting unto each said attorney-in-fact
power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of
its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
Januaury 31, 2020.
VINTAGE VII B LP
By: /s/ Garrett Zablocki
____________________________
Name: Garrett Zablocki
Title: Authorized Signatory and Vice President
Page 51 of 59
EXHIBIT (99.21)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS FPP ALTERNATIVE INVESTMENTS FOREIGN INCOME
BLOCKER LLC (the "Company") does hereby make, constitute and appoint each of
Stephanie Snyder, Terry Mosher, Abdul Khayum, Jerry Li,
and Javier Gonzalez (and any other employee of The Goldman Sachs Group, Inc.
or one of its affiliates designated in writing
by one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed
to be beneficially owned by the Company under the Act, giving and granting
unto each said attorney-in-fact power and authority to act in the premises
as fully and to all intents and purposes as the Company might or could do
if personally present by one of its authorized signatories, hereby
ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 31, 2020.
FPP ALTERNATIVE INVESTMENTS FOREIGN INCOME BLOCKER LLC
By: /s/ Garrett Zablocki
____________________________
Name: Garrett Zablocki
Title: Authorized Signatory and Vice President
Page 52 of 59
EXHIBIT (99.22)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS FPP ALTERNATIVE INVESTMENTS I, LP
(the "Company") does hereby make, constitute and appoint each of Stephanie
Snyder, Terry Mosher, Abdul Khayum, Jerry Li, and Javier Gonzalez
(and any other employee of The Goldman Sachs Group, Inc.
or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 31, 2020.
FPP ALTERNATIVE INVESTMENTS I, LP
By: /s/ Garrett Zablocki
____________________________
Name: Garrett Zablocki
Title: Authorized Signatory and Vice President
Page 53 of 59
EXHIBIT (99.23)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS VINTAGE VII EMP FOREIGN INCOME BLOCKER LLC
(the "Company") does hereby make, constitute and appoint each of Stephanie
Snyder, Terry Mosher, Abdul Khayum, Jerry Li, and Javier Gonzalez
(and any other employee of The Goldman Sachs Group, Inc.
or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 31, 2020.
VINTAGE VII EMP FOREIGN INCOME BLOCKER LLC
By: /s/ Garrett Zablocki
____________________________
Name: Garrett Zablocki
Title: Authorized Signatory and Vice President
Page 54 of 59
EXHIBIT (99.24)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS VINTAGE VII EMP LP (the "Company") does
hereby make, constitute and appoint each of Stephanie Snyder,
Terry Mosher, Abdul Khayum, Jerry Li, and Javier Gonzalez
(and any other employee of The Goldman Sachs Group, Inc. or
one of its affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and deliver in
its name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"),
with respect to securities which may be deemed to be beneficially owned by
the Company under the Act, giving and granting unto each said
attorney-in-fact power and authority to act in the premises as fully and
to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by
virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 31, 2020.
VINTAGE VII EMP LP
By: /s/ Garrett Zablocki
____________________________
Name: Garrett Zablocki
Title: Authorized Signatory and Vice President
Page 55 of 59
EXHIBIT (99.25)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS RA PROGRAM 2017 FOREIGN INCOME BLOCKER LTD
(together with Vintage VII Mgr Hlds LP, Vintage VII A2 Offshore Holdings LP,
Vintage VII B Offshore Holdings LP, Vintage VII Offshore Holdings LP, Vintage
VII B2 Offshore Corporate Holdings LP, Vintage VII Foreign Income Blocker LLC,
Vintage VII B Foreign Income Blocker LLC, Vintage VII Emp Foreign Income
Blocker LLC, DALPP Series A(2) Foreign Income Blocker LLC, and FPP
Alternative Investments Foreign Income Blocker LLC, the Record Owners)
(the "Company") does hereby make, constitute and appoint each of Stephanie
Snyder, Terry Mosher, Abdul Khayum, Jerry Li, and Javier Gonzalez
(and any other employee of The Goldman Sachs Group, Inc.
or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 31, 2020.
RA PROGRAM 2017 FOREIGN INCOME BLOCKER LTD
By: /s/ Garrett Zablocki
____________________________
Name: Garrett Zablocki
Title: Authorized Signatory and Vice President
Page 56 of 59
EXHIBIT (99.26)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS RA PROGRAM LP (the "Company") does hereby
make, constitute and appoint each of Stephanie
Snyder, Terry Mosher, Abdul Khayum, Jerry Li, and Javier Gonzalez
(and any other employee of The Goldman Sachs Group, Inc. or
one of its affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and deliver in
its name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"),
with respect to securities which may be deemed to be beneficially owned by
the Company under the Act, giving and granting unto each said attorney-in-fact
power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of
its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 31, 2020.
RA Program LP
By: /s/ Garrett Zablocki
____________________________
Name: Garrett Zablocki
Title: Authorized Signatory and Vice President
Page 57 of 59
EXHIBIT (99.27)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GOLDMAN SACHS TL PROGRAM ADVISORS, INC.
(the "Company") does hereby make, constitute and appoint each of Stephanie
Snyder, Terry Mosher, Abdul Khayum, Jerry Li, and Javier Gonzalez
(and any other employee of The Goldman Sachs Group, Inc.
or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 31, 2020.
GOLDMAN SACHS TL PROGRAM ADVISORS, INC.
By: /s/ Garrett Zablocki
____________________________
Name: Garrett Zablocki
Title: Authorized Signatory and Vice President
Page 58 of 59
EXHIBIT (99.28)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GSAM GEN-PAR, L.L.C. (the "Company") does
hereby make, constitute and appoint each of Stephanie Snyder, Terry Mosher,
Abdul Khayum, Jerry Li, and Javier Gonzalez (and any other employee of
The Goldman Sachs Group, Inc. or
one of its affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and deliver in
its name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"),
with respect to securities which may be deemed to be beneficially owned by
the Company under the Act, giving and
granting unto each said attorney-in-fact
power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 31, 2020.
GSAM GEN-PAR, L.L.C.
By: /s/ Garrett Zablocki
____________________________
Name: Garrett Zablocki
Title: Authorized Signatory and Vice President
Page 59 of 59