Edgar Filing: WASHINGTON MUTUAL, INC

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â TPG Advisors VI, Inc.

2. Date of Event Requiring Statement (Month/Day/Year)
06/24/2008

3. Issuer Name and Ticker or Trading Symbol
WASHINGTON MUTUAL, INC [WM]

(Last)

(First)

(Middle)

C/O TPG CAPITAL L.P.,Â 301 COMMERCE STREET SUITE 3300

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 Original Filed(Month/Day/Year)

(Street)

FORT WORTH,Â TXÂ 76102

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
Common Stock, no par value	822,857	I	See Explanation of Responses ⁽¹⁾ ⁽²⁾ ⁽³⁾
Common Stock, no par value	47,458	I	See Explanation of Responses ⁽⁶⁾
Common Stock, no par value	328,768	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series T Preferred Stock ⁽²⁾	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	320,000	$ 8.75 ⁽⁴⁾	I	See Explanation of Responses ⁽¹⁾ ⁽²⁾ ⁽³⁾
Series T Preferred Stock ⁽²⁾	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	227,428,571	$ 8.75 ⁽⁴⁾	I	See Explanation of Responses ⁽¹⁾ ⁽²⁾ ⁽³⁾
Warrant	06/24/2008⁽⁵⁾	04/11/2013⁽⁵⁾	Common Stock	285,714	$ 10.06 ⁽⁵⁾	I	See Explanation of Responses ⁽¹⁾ ⁽²⁾ ⁽³⁾
Warrant	06/24/2008⁽⁵⁾	04/14/2013⁽⁵⁾	Common Stock	56,857,143	$ 10.06 ⁽⁵⁾	I	See Explanation of Responses ⁽¹⁾ ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TPG Advisors VI, Inc. C/O TPG CAPITAL L.P. 301 COMMERCE STREET SUITE 3300 FORT WORTH,Â TXÂ 76102	Â	Â X	Â	Â
TPG Olympic Advisors, Inc. 301 COMMERCE STREET SUITE 3300 FORT WORTH,Â TXÂ 76102	Â	Â X	Â	Â
COULTER JAMES G 301 COMMERCE STREET SUITE 3300 FORT WORTH,Â TXÂ 76102	Â	Â X	Â	Â

Signatures

/s/ Clive D. Bode, Vice President and Secretary, TPG Advisors VI, Inc. (7)		07/02/2008
^**Signature of Reporting Person		Date
/s/ Clive D. Bode, Vice President and Secretary, TPG Olympic Advisors, Inc. (7)		07/02/2008
^**Signature of Reporting Person		Date
/s/ Clive D. Bode, on behalf of James G. Coulter (7) (8)		07/02/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	James G. Coulter is an officer, director and shareholder of each of TPG Advisors VI, Inc. ("Advisors VI") and TPG Olympic Advisors, Inc. ("Olympic Advisors" and, together with Mr. Coulter and Advisors VI, the "Reporting Persons"). Advisors VI is the general partner of TPG GenPar VI, L.P., which in turn is the general partner of TPG Partners VI, L.P. ("Partners VI"). Olympic Advisors is the general partner of TPG Olympic GenPar, L.P., which in turn is the general partner of Olympic Investment Partners, L.P. ("Olympic Partners").
(2)	Each of Partners VI and Mr. Coulter directly holds 822,857 and 328,768, respectively, of the shares of Common Stock of Washington Mutual, Inc. ("Issuer") reported herein. Partners VI directly holds 28 shares of Issuer's Series T Contingent Convertible Perpetual Non-Cumulative Preferred Stock ("Series T Preferred Stock") convertible into 320,000 shares of Issuer's Common Stock and a warrant certificate of the Issuer ("Warrant" and, together with Series T Preferred Stock and Issuer's Common Stock, the "Securities") exercisable to acquire 285,714 shares of Issuer's Common Stock, each reported herein. Olympic Partners directly holds 19,900 shares of Series T Preferred Stock convertible into 227,428,571 shares of Issuer's Common Stock and a Warrant exercisable to acquire 56,857,143 shares of Issuer's Common Stock, each reported herein.
(3)	Because of the Reporting Persons' respective relationship to each of Partners VI and Olympic Partners, Mr. Coulter may be deemed to beneficially own the Securities directly held by Partners VI and Olympic Partners; Advisors VI may be deemed to beneficially own the Securities directly held by Partners VI; and Olympic Advisors may be deemed to beneficially own the Securities directly held by Olympic Partners, in each case to the extent of the greater of their respective pecuniary interests in the profits or capital accounts of each of Partners VI and Olympic Partners. 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 Securities in excess of such amounts, respectively.
(4)	Series T Preferred Stock will automatically convert into Issuer's Common Stock at an initial conversion price of $8.75 per share on June 30, 2008. The conversion price is subject to certain full-ratchet anti-dilution provisions and other customary anti-dilution provisions, as specified in the relevant Articles of Amendment to Issuer's Amended and Restated Articles of Incorporation and the investment agreement, dated April 7, 2008, previously filed with the Securities and Exchange Commission (the "SEC") (File No. 001-14667).
(5)	In connection with the purchase of Series T Preferred Stock, Partners VI and Olympic Partners were each issued a Warrant with issuance dates of April 11, 2008 and April 14, 2008, respectively. The Warrants can be exercised at any time, in whole or in part, until the fifth anniversary of their issuance, to purchase Issuer's Common Stock at a price per share equal to $10.06. The exercise price is subject to certain full-ratchet anti-dilution provisions and other customary anti-dilution provisions, as specified in the relevant Certificate of Warrant.
(6)	Mr. Coulter is a limited partner of Keystone Holdings Partners, L.P. ("KH Partners"). Mr. Coulter has been granted voting rights over 47,458 shares of Issuer's Common Stock held in escrow for the benefit of KH Partners. Because of his relationship to KH Partners, Mr. Coulter may be deemed to beneficially own such shares of Common Stock held in escrow for the benefit of KH Partners, over which voting rights have been distributed to Mr. Coulter, to the extent of the greater of his pecuniary interest in the profits or capital accounts of KH Partners. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that Mr. Coulter is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any Common Stock in excess of such amounts.
Â Remarks: (7)Â TheÂ ReportingÂ PersonsÂ areÂ jointlyÂ filingÂ thisÂ FormÂ 3Â pursuantÂ toÂ RuleÂ 16a-3(j)Â underÂ theÂ ExchangeÂ Act. (8)Â CliveÂ D.Â BodeÂ isÂ signingÂ onÂ behalfÂ ofÂ Mr.Â CoulterÂ pursuantÂ toÂ anÂ authorizationÂ andÂ designationÂ letterÂ datedÂ AugustÂ 31, Â 2006,Â whichÂ wasÂ previouslyÂ filedÂ withÂ theÂ SEC.

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