Sec Form 4 Filing - Carlyle Group Inc. @ Ortho Clinical Diagnostics Holdings plc - 2022-05-27

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
Carlyle Group Inc.
2. Issuer Name and Ticker or Trading Symbol
Ortho Clinical Diagnostics Holdings plc [ OCDX]
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., SUITE 220
3. Date of Earliest Transaction (MM/DD/YY)
05/27/2022
(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
Ordinary Shares, $0.00001 par value 05/27/2022 D 118,106,000 D 0 I See footnotes( 2 )( 3 )
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 Group Inc.
C/O THE CARLYLE GROUP, 1001
PENNSYLVANIA AVE., N.W., SUITE 220
WASHINGTON, DC20004-2505
X
Carlyle Holdings II GP L.L.C.
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220
WASHINGTON, DC20004-2505
X
Carlyle Holdings II L.L.C.
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220
WASHINGTON, DC20004-2505
X
CG Subsidiary Holdings L.L.C.
C/O THE CARLYLE GROUP, 1001
PENNSYLVANIA AVE. N.W., SUITE 220
WASHINGTON, DC20004-2505
X
TC Group Cayman Investment Holdings, L.P.
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220
WASHINGTON, DC20004-2505
X
TC Group Cayman Investment Holdings Sub L.P.
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220
WASHINGTON, DC20004-2505
X
TC Group VI Cayman, L.L.C.
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220
WASHINGTON, DC20004-2505
X
TC Group VI Cayman, L.P.
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220
WASHINGTON, DC20004-2505
X
Carlyle Partners VI Cayman Holdings, L.P.
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220
WASHINGTON, DC20004-2505
X
Signatures
The Carlyle Group Inc., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director and Chief Financial Officer 05/31/2022
Signature of Reporting Person Date
Carlyle Holdings II GP L.L.C., By: The Carlyle Group Inc., its sole member, By: /s/ Anne Frederick, Attorney in fact for Curtis L. Buser, Managing Director and Chief Financial Officer 05/31/2022
Signature of Reporting Person Date
Carlyle Holdings II L.L.C., By /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director 05/31/2022
Signature of Reporting Person Date
CG Subsidiary Holdings L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director 05/31/2022
Signature of Reporting Person Date
TC Group Cayman Investment Holdings, L.P., By: CG Subsidiary Holdings L.L.C., its general partner, By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director 05/31/2022
Signature of Reporting Person Date
TC Group Cayman Investment Holdings Sub L.P., By: TC Group Cayman Investment Holdings, L.P., its general partner, By: CG Subsidiary Holdings L.L.C., its general partner, By: /s/ Anne Frederick, Attorney in fact for Curtis L. Buser, Managing Director 05/31/2022
Signature of Reporting Person Date
TC Group VI Cayman, L.L.C., By: /s/ Jeremy W. Anderson, Authorized Person 05/31/2022
Signature of Reporting Person Date
TC Group VI Cayman, L.P., By: /s/ Jeremy W. Anderson, Authorized Person 05/31/2022
Signature of Reporting Person Date
Carlyle Partners VI Cayman Holdings, L.P., By: /s/ Jeremy W. Anderson, Authorized Person 05/31/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Business Combination Agreement, dated December 22, 2021 (the "BCA"), by and among Coronado Topco, Inc. ("Coronado Topco"), Laguna Merger Sub, Inc., Orca Holdco, Inc., Orca Holdco 2, Inc., Quidel Corporation and the Issuer, the Issuer became a wholly owned subsidiary of Coronado Topco upon consummation of the business combinations (the "Effective Time"). At the Effective Time, each of the Issuer's ordinary shares was automatically converted into the right to receive (i) 0.1055 shares of common stock of Coronado Topco and (ii) $7.14 in cash.
( 2 )Reflects ordinary shares held of record by Carlyle Partners VI Cayman Holdings, L.P. (the "Carlyle Investor"). The Carlyle Group Inc., a publicly traded company 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 member 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 the Carlyle Investor.
( 3 )Voting and investment determinations with respect to the ordinary shares held of record by the Carlyle Investor are made by an investment committee of TC Group VI Cayman, L.P. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by the Carlyle Investor. Each of them disclaims beneficial ownership of such securities.

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