Sec Form 4 Filing - Andrews Charles Elliott Jr. @ Carlyle Group Inc. - 2024-02-06

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Andrews Charles Elliott Jr.
2. Issuer Name and Ticker or Trading Symbol
Carlyle Group Inc. [ CG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Accounting Officer
(Last) (First) (Middle)
1001 PENNSYLVANIA AVENUE, NW
3. Date of Earliest Transaction (MM/DD/YY)
02/06/2024
(Street)
WASHINGTON, DC20004
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 02/06/2024 A( 1 ) 17,909 A $ 0 102,654 D
Common Stock 02/06/2024 A( 2 ) 4,478 A $ 0 107,132 D
Common Stock 02/06/2024 A( 3 ) 37,576 A $ 0 144,708 D
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
Andrews Charles Elliott Jr.
1001 PENNSYLVANIA AVENUE, NW
WASHINGTON, DC20004
Chief Accounting Officer
Signatures
/s/ Anne K. Frederick by Power of Attorney for Charles E. Andrews, Jr. 02/08/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities are restricted stock unit awards and will vest 40% on August 1, 2025, an additional 30% on August 1, 2026 and the remaining 30% on August 1, 2027, subject to the reporting person's continued service at the company on the applicable vesting date.
( 2 )These securities are restricted stock unit awards and will vest 1/3 on each of February 6, 2025, February 6, 2026 and February 6, 2027, subject to the reporting person's continued service at the company on the applicable vesting date.
( 3 )These securities are a restricted stock unit award that is eligible to vest in three equal tranches, with each tranche subject to a performance-based vesting condition that requires achievement of an absolute stock price hurdle ($48.05, $56.06 and $64.06, respectively). In addition, each tranche is subject to time-based vesting conditions generally requiring minimum service periods of one year, two years and three years, respectively. The period for measuring the achievement of the stock price hurdles ends on February 6, 2027 and any restricted stock units that have not vested as of February 7, 2027 will be forfeited.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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