Sec Form 3 Filing - Carlyle Group Management L.L.C. @ CommScope Holding Company, Inc. - 2019-04-04

Insider filing report for Changes in Beneficial Ownership
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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 Group Management L.L.C.
2. Issuer Name and Ticker or Trading Symbol
CommScope Holding Company, Inc. [ COMM]
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 THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W. STE 220 S.
3. Date of Earliest Transaction (MM/DD/YY)
04/04/2019
(Street)
WASHINGTON, DC20004-2505
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
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
Series A Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 36,363,600 I See Footnotes ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Carlyle Group Management L.L.C.
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., N.W. STE 220 S.
WASHINGTON, DC20004-2505
X
Carlyle Group L.P.
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., N.W. STE 220 S.
WASHINGTON, DC20004-2505
X
Carlyle Holdings I GP Inc.
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., N.W. STE 220 S.
WASHINGTON, DC20004-2505
X
Carlyle Holdings I GP Sub L.L.C.
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., N.W. STE 220 S.
WASHINGTON, DC20004-2505
X
Carlyle Holdings I L.P.
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., N.W. STE 220 S.
WASHINGTON, DC20004-2505
X
TC Group, LLC
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., N.W. STE 220 S.
WASHINGTON, DC20004-2505
X
TC Group Sub L.P.
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., N.W. STE 220 S.
WASHINGTON, DC20004-2505
X
TC Group VII S1, L.L.C.
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., N.W. STE 220 S.
WASHINGTON, DC20004-2505
X
TC Group VII S1, L.P.
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., N.W. STE 220 S.
WASHINGTON, DC20004-2505
X
Carlyle Partners VII S1 Holdings, L.P.
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., N.W. STE 220 S.
WASHINGTON, DC20004-2505
X
Signatures
Carlyle Group Management L.L.C., By: /s/ Anne Frederick, attorney-in-fact, Name: Curtis L. Buser, Title: Chief Financial Officer 04/11/2019
Signature of Reporting Person Date
The Carlyle Group L.P., By: Carlyle Group Management L.L.C., its general partner, By: /s/ Anne Frederick, attorney-in-fact, Name: Curtis L. Buser, Title: Chief Financial Officer 04/11/2019
Signature of Reporting Person Date
Carlyle Holdings I GP Inc., By: The Carlyle Group L.P., its sole shareholder, By: Carlyle Group Management L.L.C., its general partner, By: /s/ Anne Frederick, attorney-in-fact, Name:Curtis L. Buser, Title: Chief Financial Officer 04/11/2019
Signature of Reporting Person Date
Carlyle Holdings I GP Sub L.L.C., By: Carlyle Holdings I GP Inc., its managing member, By: /s/ Anne Frederick, attorney-in-fact, Name: Curtis L. Buser, Title: Chief Financial Officer 04/11/2019
Signature of Reporting Person Date
Carlyle Holdings I L.P., By: /s/ Anne Frederick, attorney-in-fact, Name: Curtis L. Buser, Title: Chief Financial Officer 04/11/2019
Signature of Reporting Person Date
TC Group, L.L.C., By: Carlyle Holdings I L.P., its managing member, By: /s/ Anne Frederick, attorney-in-fact, Name: Curtis L. Buser, Title: Chief Financial Officer 04/11/2019
Signature of Reporting Person Date
TC Group Sub L.P., By: TC Group, L.L.C., its general partner, By: Carlyle Holdings I L.P., its managing member, By: /s/ Anne Frederick, attorney-in-fact, Name:Curtis L. Buser, Title: Chief Financial Officer 04/11/2019
Signature of Reporting Person Date
TC Group VII S1, L.L.C., By: /s/ Jeremy W. Anderson, Name: Jeremy W. Anderson, Title: Authorized Person 04/11/2019
Signature of Reporting Person Date
TC Group VII S1, L.P., By: /s/ Jeremy W. Anderson, Name: Jeremy W. Anderson, Title: Authorized Person 04/11/2019
Signature of Reporting Person Date
Carlyle Partners VII S1 Holdings, L.P., By: TC Group VII S1, L.P., its general partner, By: /s/ Jeremy W. Anderson, Name: Jeremy W. Anderson, Title: Authorized Person 04/11/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The number of shares of common stock of CommScope Holding Company, Inc. (the "Issuer"), having par value of $0.01 per share (the "Common Stock"), deliverable upon conversion of each share of Series A Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock"), is initially equal to 36.3636 shares, subject to customary anti-dilution adjustments. The Preferred Stock is convertible at any time and has no stated maturity. The Preferred Stock will remain outstanding indefinitely unless converted, repurchased or redeemed by the Issuer. The Issuer may mandatorily convert the Preferred Stock into Common Stock at any time after the three-year anniversary of the issuance, if certain conditions are met.
( 2 )Carlyle Partners VII S1 Holdings, L.P. is the record holder of the securities reported herein.
( 3 )Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the sole shareholder of Carlyle Holdings I GP Inc., which is the managing member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which is the sole 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 VII S1, L.L.C., which is the general partner of TC Group VII S1, L.P., which is the general partner of Carlyle Partners VII. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Carlyle Partners VII S1 Holdings, L.P.

Remarks:
Exhibit 24 - Power of Attorney

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