12/01/2021 | Press release | Distributed by Public on 12/01/2021 18:02
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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. Title of Derivate Security | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CG Subsidiary Holdings L.L.C. C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE. N.W., SUITE 220 SOUTH WASHINGTON, DC20004-2505 |
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X |
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TC Group, LLC C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON, DC20004-2505 |
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X |
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TC Group Sub L.P. C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W. SUITE 220 SOUTH WASHINGTON, DC20004-2505 |
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X |
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TC Group VI S1, L.L.C. C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON, DC20004-2505 |
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X |
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TC Group VI S1, L.P. C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON, DC20004-2505 |
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X |
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Carlyle Partners VI Evergreen Holdings, L.P. C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON, DC20004-2505 |
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X |
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CP VI Evergreen Holdings, L.P. C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON, DC20004-2505 |
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X |
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CG Subsidiary Holdings L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director | 2021-12-01 |
**Signature of Reporting Person | Date |
TC Group, L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director | 2021-12-01 |
**Signature of Reporting Person | Date |
TC Group Sub L.P., By: TC Group, L.L.C., its general partner, By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director | 2021-12-01 |
**Signature of Reporting Person | Date |
TC Group Sub L.P., By: TC Group, L.L.C., its general partner, By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director | 2021-12-01 |
**Signature of Reporting Person | Date |
TC Group VI S1, L.P., By: /s/ Jeremy W. Anderson, Authorized Person | 2021-12-01 |
**Signature of Reporting Person | Date |
Carlyle Partners VI Evergreen Holdings, L.P., By: TC Group VI S1, L.P., its general partner, By: /s/ Jeremy W. Anderson, Authorized Person | 2021-12-01 |
**Signature of Reporting Person | Date |
CP VI Evergreen Holdings, L.P., By: TC Group VI S1, L.P., its general partner, By: /s/ Jeremy W. Anderson, Authorized Person | 2021-12-01 |
**Signature of Reporting Person | Date |
(*) | 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) | The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan. |
(2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.36 to $70.35. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(3) | Following the transactions reported herein, includes (i) 23,270,222 shares of Class A Common Stock held of record by CP VI Evergreen Holdings, L.P. ("CP VI Evergreen") and (ii) 23,141,457 shares of Class A Common Stock held of record by Carlyle Partners VI Evergreen Holdings, L.P. ("Carlyle Evergreen"). |
(4) | The Carlyle Group Inc., which is a publicly traded entity listed on the Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities held of record by Carlyle Evergreen and CP VI Evergreen, is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the managing member of TC Group VI S1, L.L.C., which is the general partner of TC Group VI S1, L.P., which is the general partner of Carlyle Evergreen and CP VI Evergreen. |
(5) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.36 to $71.22. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(6) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.50 to $63.49. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(7) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.50 to $64.495. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(8) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.515 to $65.51. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(9) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.515 to $66.505. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(10) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.52 to $67.30. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(11) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.54 to $68.52. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(12) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.56 to $69.53. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
(13) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.57 to $70.19. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |