SEC Info - TC Group Cayman Investment Holdings, L.P., et al.

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Carlyle Group Inc.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP, 1001

PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PPD, Inc. [ PPD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/8/21

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/8/21		J ⁽¹⁾		55,722,733	D	$47.5	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Carlyle Group Inc.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP, 1001

PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Carlyle Group Management L.L.C.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP 1001

PENNSYLVANIA AVE., N.W. SUITE 220 SOUTH

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Carlyle Holdings II GP L.L.C.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE. NW, SUITE 220

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Carlyle Holdings II L.L.C.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE. NW, SUITE 220

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CG Subsidiary Holdings L.L.C.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP, 1001

PENNSYLVANIA AVE. N.W., SUITE 220 SOUTH

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TC Group Cayman Investment Holdings, L.P.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE. NW, SUITE 220

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TC Group Cayman Investment Holdings Sub L.P.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE. NW, SUITE 220

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TC Group VI, L.L.C.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP, 1001

PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TC Group VI, L.P.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP, 1001

PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Carlyle Partners VI Holdings II, L.P.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP 1001

PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

Explanation of Responses:

(1) On December 8, 2021, Thermo Fisher Scientific Inc., a Delaware corporation ("Buyer"), acquired the Issuer pursuant to a certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer and Powder Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Buyer ("Merger Sub"), dated as of April 15, 2021 (the "Merger Agreement"). In accordance with the Merger Agreement, the Issuer merged with and into Merger Sub, with the Issuer surviving such merger as a wholly owned subsidiary of Buyer (the "Merger"). At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $47.50 in cash.

(2) Carlyle Partners VI Holdings II, L.P. is the record holder of the securities reported herein. The Carlyle Group Inc. is a publicly traded company listed on Nasdaq, which 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, L.L.C., which is the general partner of TC Group VI, L.P., which is the general partner of Carlyle Partners VI Holdings II, L.P.

(3) Cont'd from footnote 2. Voting and investment determinations with respect to the shares of common stock held by Carlyle Partners VI Holdings II, L.P. are made by an investment committee of TC Group VI, L.P. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Carlyle Partners VI Holdings II, L.P. Each of them disclaims beneficial ownership of such securities.

Remarks:

	Carlyle Group Management L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer	12/9/21
	The Carlyle Group Inc., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director and Chief Financial Officer	12/9/21
	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	12/9/21
	Carlyle Holdings II L.L.C., By /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director	12/9/21
	CG Subsidiary Holdings L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director	12/9/21
	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	12/9/21
	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	12/9/21
	TC Group VI, L.L.C., By: /s/ Jeremy W. Anderson, Authorized Person	12/9/21
	TC Group VI, L.P., By: /s/ Jeremy W. Anderson, Authorized Person	12/9/21
	Carlyle Partners VI Holdings II, L.P., By: TC Group VI, L.P., its general partner, By: /s/ Jeremy W. Anderson, Authorized Person	12/9/21
	** Signature of Reporting Person	Date
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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____________ Transaction Code:
J	Other acquisition or disposition.

TC Group Cayman Investment Holdings, L.P., et al. – ‘4’ for 12/8/21 re: PPD, Inc.

On: Thursday, 12/9/21, at 5:14pm ET · For: 12/8/21 · Accession #: 899243-21-47571 · File #: 1-39212

Previous ‘4’: ‘4’ on 9/16/21 for 9/14/21 · Next: ‘4’ on 5/31/22 for 5/27/22 · Latest: ‘4’ on 5/10/23 for 5/8/23

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

TC Group Cayman Investment Holdings, L.P., et al. – ‘4’ for 12/8/21 re: PPD, Inc.

On: Thursday, 12/9/21, at 5:14pm ET · For: 12/8/21 · Accession #: 899243-21-47571 · File #: 1-39212

Previous ‘4’: ‘4’ on 9/16/21 for 9/14/21 · Next: ‘4’ on 5/31/22 for 5/27/22 · Latest: ‘4’ on 5/10/23 for 5/8/23

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents