Sec Form 3 Filing - Carlyle Partners VI Cayman Holdings, L.P. @ MKS INSTRUMENTS INC - 2022-08-17

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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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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1. Name and Address of Reporting Person
Carlyle Partners VI Cayman Holdings, L.P.
2. Issuer Name and Ticker or Trading Symbol
MKS INSTRUMENTS INC [ MKSI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O WALKERS CORPORATE SERVICES LIMITED, 190 ELGIN AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
08/17/2022
(Street)
GEORGE TOWN, GRAND CAYMAN, E9KY1-9001
4. If Amendment, Date Original Filed (MM/DD/YY)
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 8,482,732 I See footnotes( 1 )( 2 )( 3 )( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Carlyle Partners VI Cayman Holdings, L.P.
C/O WALKERS CORPORATE SERVICES LIMITED
190 ELGIN AVENUE
GEORGE TOWN, GRAND CAYMAN, E9KY1-9001
X
CEP IV Managing GP Holdings, Ltd.
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S
WASHINGTON, DC20004-2505
X
CEP IV Managing GP, L.P.
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S
WASHINGTON, DC20004-2505
X
CEP IV Participations, S.a r.l. SICAR
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S
WASHINGTON, DC20004-2505
X
Gamma Holding Co Ltd
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S
WASHINGTON, DC20004-2505
X
Signatures
Carlyle Partners VI Cayman Holdings, L.P., By: TC Group VI Cayman, L.P., its general partner, By: TC Group VI Cayman, L.L.C., its general partner, By: /s/ Jeremy W. Anderson, Authorized Person 08/29/2022
Signature of Reporting Person Date
CEP IV Managing GP Holdings, Ltd., By: /s/ Anat Holtzman, Manager 08/29/2022
Signature of Reporting Person Date
CEP IV Managing GP, L.P., By: CEP IV Managing GP Holdings, Ltd., its general partner, By: /s/ Anat Holtzman, Manager 08/29/2022
Signature of Reporting Person Date
Carlyle Europe Partners IV, L.P., By: CEP IV Managing GP, L.P., its general partner, By: CEP IV Managing GP Holdings, Ltd., its general partner, By: /s/ Anat Holtzman, Manager 08/29/2022
Signature of Reporting Person Date
CEP IV Participations, S.a r.l. SICAR, Represented by Andrew Howlett-Bolton, and William Cagney, as Managers, By: /s/ Andrew Howlett-Bolton, Manager, By: /s/ William Cagney, Manager 08/29/2022
Signature of Reporting Person Date
CAP IV, L.L.C., By: /s/ Kevin Gasque, Authorized Person 08/29/2022
Signature of Reporting Person Date
CAP IV General Partner, L.P., By: CAP IV, L.L.C., its general partner, By: /s/ Kevin Gasque, Authorized Person 08/29/2022
Signature of Reporting Person Date
Carlyle Asia Partners IV, L.P., By: CAP IV General Partner, L.P., its general partner, By: CP IV, L.L.C., its general partner, By: /s/ Kevin Gasque, Authorized Person 08/29/2022
Signature of Reporting Person Date
Gamma Holding Company Limited, By: /s/ Kevin Gasque, Director 08/29/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 5,180,030 shares held by Carlyle Partners VI Cayman Holdings, L.P., 2,259,743 shares held by CEP IV Participations, S.a r.l. SICAR and 1,042,959 shares held by Gamma Holding Company Limited.
( 2 )The Carlyle Group Inc., which is a publicly traded entity listed on Nasdaq, is the sole member of Carlyle Holdings II GP L.L.C., which is the managing member of Carlyle Holdings II L.L.C., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the sole shareholder of TC Group VI Cayman, L.L.C., which is the general partner of TC Group VI Cayman, L.P., which is the general partner of Carlyle Partners VI Cayman Holdings, L.P.
( 3 )TC Group Cayman Investment Holdings Sub L.P. is also the sole shareholder of CEP IV Managing GP Holdings, Ltd. and the sole member of CAP IV, L.L.C. CEP IV Managing GP Holdings, Ltd. is the general partner of CEP IV Managing GP, L.P., which is the managing general partner of Carlyle Europe Partners IV, L.P., which is the majority shareholder of CEP IV Participations, S.a r.l. SICAR. CAP IV, L.L.C. is the general partner of CAP IV General Partner, L.P., which is the general partner of Carlyle Asia Partners IV, L.P., which is the majority shareholder of Gamma Holding Company Limited.
( 4 )Accordingly, each of these entities may be deemed to share beneficial ownership of the securities held of record by Carlyle Partners VI Cayman Holdings, L.P., CEP IV Participations, S.a r.l. SICAR and Gamma Holding Company Limited. Each of them disclaims beneficial ownership of such securities.

Remarks:
Exhibit 24 - Power of Attorney.Due to the limitations of the electronic filing system, each of The Carlyle Group Inc., Carlyle Holdings II GP L.L.C., Carlyle Holdings II L.L.C., CG Subsidiary Holdings L.L.C., TC Group Cayman Investment Holdings, L.P., TC Group Cayman Investment Holdings Sub L.P., TC Group VI Cayman, L.L.C. and TC Group VI Cayman, L.P. are filing a separate Form 3.

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