SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* TPG Group Holdings (SBS) Advisors, Inc. (Last) (First) (Middle) C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/13/2013	3. Issuer Name and Ticker or Trading Symbol TANDEM DIABETES CARE INC [ TNDM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	(5)	(5)	Common Stock	155,222	(5)	I	See Explanation of Responses(1)(3)(4)
Series C Preferred Stock	(5)	(5)	Common Stock	559,211	(5)	I	See Explanation of Responses(1)(3)(4)
Series D Preferred Stock	(5)	(5)	Common Stock	1,781,761	(5)	I	See Explanation of Responses(1)(3)(4)
Warrant	(2)	(2)	Common Stock	169,157	(2)	I	See Explanation of Responses (1) (2) (3),(4)
Warrant	(2)	(2)	Common Stock	105,996	(2)	I	See Explanation of Responses (1) (2) (3),(4)

1. Name and Address of Reporting Person* TPG Group Holdings (SBS) Advisors, Inc. (Last) (First) (Middle) C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip)

1. Name and Address of Reporting Person* BONDERMAN DAVID (Last) (First) (Middle) C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip)

1. Name and Address of Reporting Person* COULTER JAMES G (Last) (First) (Middle) C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip)

Explanation of Responses:

1. David Bonderman and James G. Coulter are officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG Biotechnology GenPar III Advisors, LLC, which is the general partner of TPG Biotechnology GenPar III, L.P., which is the general partner of TPG Biotechnology Partners III, L.P. ("TPG Biotech III"), which directly holds 260,090 shares of Series B Preferred Stock (the "Series B") of Tandem Diabetes Care, Inc. (the "Issuer"), 937,014 shares of Series C Preferred Stock (the "Series C") of the Issuer and 2,985,519 shares of Series D Preferred Stock (the "Series D" and, together with the Series B and the Series C, the "Preferred Stock") of the Issuer.

2. TPG Biotech III also directly holds (i) a warrant issued on August 17, 2011 (the "2011 Warrant") now exercisable into shares of Common Stock, par value $0.001 per share, of the Issuer ("Common Stock") at any time until August 17, 2021 at an exercise price of $7.37 per share of Common Stock and (ii) a warrant issued on July 24, 2012 (the "2012 Warrant") now exercisable into shares of Common Stock at any time until July 24, 2022 at an exercise price of $7.37 per share of Common Stock. The exercise price of each of the 2011 Warrant and the 2012 Warrant is subject to certain adjustments.

3. Because of the relationship between the Reporting Persons and TPG Biotech III, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Biotech III. Each of TPG Biotech III and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Biotech III's or such Reporting Person's pecuniary interest therein, if any.

4. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

5. Pursuant to the Fifth Amended and Restated Certificate of Incorporation of the Issuer, as amended, the shares of Series B, Series C and Series D are convertible, at the option of the holder, at any time into shares of Common Stock at an initial conversion rate in each case equal to one share of Common Stock per share of Preferred Stock. The initial conversion rates have been adjusted as a result of a 1-for-1.6756 reverse stock split of the Issuer's Common Stock.

Remarks:

(6) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. (7) Ronald Cami is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated July 1, 2013, which were previously filed with the Securities and Exchange Commission.

	/s/ Ronald Cami, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (6)	11/13/2013
	/s/ Ronald Cami on behalf of David Bonderman (6)(7)	11/13/2013
	/s/ Ronald Cami on behalf of James G. Coulter (6)(7)	11/13/2013
	** Signature of Reporting Person	Date
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