Sec Form 4 Filing - CP V General Partner, L.L.C. @ Axalta Coating Systems Ltd. - 2014-11-14

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 CP V General Partner, L.L.C. 2. Issuer Name and Ticker or Trading Symbol Axalta Coating Systems Ltd. [ AXTA] 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) THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE. NW, SUITE 220 S. 3. Date of Earliest Transaction (MM/DD/YY) 11/14/2014 (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 Common Shares 11/14/2014 S 57,500,000 D $ 18.53 170,311,996 I See footnote ( 1 ) ( 2 )

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 CP V General Partner, L.L.C. THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220 S. WASHINGTON, DC20004-2505 X TC Group V Cayman, L.P. C/O INTERTRUST CORPORATE SERVICES 190 ELGIN AVENUE GEORGE TOWN, GRAND CAYMAN, E9KY1-9005 X Carlyle Partners V SA1 Cayman, L.P. C/O INTERTRUST CORPORATE SERVICES 190 ELGIN AVENUE GEORGE TOWN, GRAND CAYMAN, E9KY1-9005 X Carlyle Partners V SA2 Cayman, L.P. C/O INTERTRUST CORPORATE SERVICES 190 ELGIN AVENUE GEORGE TOWN, GRAND CAYMAN, E9KY1-9005 X Carlyle Partners V SA3 Cayman, L.P. C/O INTERTRUST CORPORATE SERVICES 190 ELGIN AVENUE GEORGE TOWN, GRAND CAYMAN, E9KY1-9005 X Carlyle Partners V-A Cayman, L.P. C/O INTERTRUST CORPORATE SERVICES, 190 ELGIN AVENUE, GEORGE TOWN, GRAND CAYMAN,, E9KY1-9005 X CP V Coinvestment A Cayman, LP C/O INTERTRUST CORPORATE SERVICES 190 ELGIN AVENUE GEORGE TOWN, GRAND CAYMAN, E9KY1-9005 X CP V Coinvestment B Cayman, LP C/O INTERTRUST CORPORATE SERVICES 190 ELGIN AVENUE GEORGE TOWN, GRAND CAYMAN, E9KY1-9005 X Carlyle Coatings Partners, L.P. C/O INTERTRUST CORPORATE SERVICES 190 ELGIN AVENUE GEORGE TOWN, GRAND CAYMAN, E9KY1-9005 X Signatures CP V General Partner, L.L.C. By: /s/ Jeremy W. Anderson, Authorized Signatory 11/18/2014 Signature of Reporting Person Date TC Group V Cayman, L.P. By: CP V General Partner, L.L.C, its general partner By: /s/ Jeremy W. Anderson, Authorized Signatory 11/18/2014 Signature of Reporting Person Date Carlyle Partners V SA1 Cayman, L.P. By: TC Group V Cayman, L.P., its general partner By: CP V General Partner, L.L.C, its general partner By: /s/ Jeremy W. Anderson, Authorized Signatory 11/18/2014 Signature of Reporting Person Date Carlyle Partners V SA2 Cayman, L.P. By: TC Group V Cayman, L.P., its general partner By: CP V General Partner, L.L.C, its general partner By: /s/ Jeremy W. Anderson, Authorized Signatory 11/18/2014 Signature of Reporting Person Date Carlyle Partners V SA3 Cayman, L.P. By: TC Group V Cayman, L.P., its general partner By: CP V General Partner, L.L.C, its general partner By: /s/ Jeremy W. Anderson, Authorized Signatory 11/18/2014 Signature of Reporting Person Date Carlyle Partners V-A Cayman, L.P. By: TC Group V Cayman, L.P., its general partner By: CP V General Partner, L.L.C, its general partner By: /s/ Jeremy W. Anderson, Authorized Signatory 11/18/2014 Signature of Reporting Person Date CP V Coinvestment A Cayman, L.P. By: TC Group V Cayman, L.P., its general partner By: CP V General Partner, L.L.C, its general partner By: /s/ Jeremy W. Anderson, Authorized Signatory 11/18/2014 Signature of Reporting Person Date CP V Coinvestment B Cayman, L.P. By: TC Group V Cayman, L.P., its general partner By: CP V General Partner, L.L.C, its general partner By: /s/ Jeremy W. Anderson, Authorized Signatory 11/18/2014 Signature of Reporting Person Date Carlyle Coatings Partners, L.P. By: TC Group V Cayman, L.P., its general partner By: CP V General Partner, L.L.C, its general partner By: /s/ Jeremy W. Anderson, Authorized Signatory 11/18/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Following the reported transactions, includes: 36,241,700 shares held by Carlyle Partners V SA1 Cayman, L.P. ("CPV SA1"), 32,674,647 shares held by Carlyle Partners V SA2 Cayman, L.P. ("CPV SA2"), 33,533,083 shares held by Carlyle Partners V SA3 Cayman, L.P. ("CPV SA3"), 2,100,891 shares held by Carlyle Partners V-A Cayman, L.P. ("CPV-A"), 3,980,455 shares held by CP V Coinvestment A Cayman, L.P. ("CPV Coinvest A"), 477,868 shares held by CP V Coinvestment B Cayman, L.P. ("CPV Coinvest B"), 21,657,681 shares held by Carlyle Coatings Partners, L.P. ("CCP" and, together with CPV SA1, CPV SA2, CPV SA3, CPV-A, CPV Coinvest A and CPV Coinvest B, the "Carlyle Cayman Shareholders") and 39,645,671 shares held by CEP III Participations, S.a r.l. SICAR ("CEP III" and, together with the Carlyle Cayman Shareholders, the "Carlyle Shareholders"). ( 2 )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 managing member of Carlyle Holdings II GP L.L.C., which is the general partner of Carlyle Holdings II L.P., 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 member of CP V General Partner, L.L.C. and the sole shareholder of CEP III Managing GP Holdings, Ltd. CP V General Partner, L.L.C. is the general partner of TC Group V Cayman, L.P., which is the general partner of each of the Carlyle Cayman Shareholders. CEP III Managing GP Holdings, Ltd. is the general partner of CEP III Managing GP, L.P., which is the general partner of Carlyle Europe Partners III, L.P., which is the sole shareholder of CEP III.

Remarks: Due to the limitations of the electronic filing system, each of Carlyle Group Management L.L.C., The Carlyle Group L.P., Carlyle Holdings II GP L.L.C., Carlyle Holdings II L.P., TC Group Cayman Investment Holdings, L.P., TC Group Cayman Investment Holdings Sub L.P., CEP III Managing GP Holdings, Ltd., CEP III Managing GP, L.P., Carlyle Europe Partners III, L.P., CEP III Participations, S.a r.l. SICAR are filing a separate Form 4.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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