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

Ownership Document

Schema Version: X0306

Document Type: 4

Period of Report: 12/8/21

Not Subject to Section 16: 1

Issuer:

Issuer CIK: 1793294

Issuer Name: PPD, Inc.

Issuer Trading Symbol: PPD

Reporting Owner:

Reporting Owner ID:

Owner CIK: 1527166

Owner Name: Carlyle Group Inc.

Reporting Owner Address:

Owner Street 1: C/O THE CARLYLE GROUP, 1001

Owner Street 2: PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH

Owner City: WASHINGTON

Owner State: DC

Owner ZIP Code: 20004-2505

Owner State Description:

Reporting Owner Relationship:

Is Director? No

Is Officer? No

Is Ten Percent Owner? Yes

Is Other? No

Reporting Owner:

Reporting Owner ID:

Owner CIK: 1548624

Owner Name: Carlyle Group Management L.L.C.

Reporting Owner Address:

Owner Street 1: C/O THE CARLYLE GROUP 1001

Owner Street 2: PENNSYLVANIA AVE., N.W. SUITE 220 SOUTH

Owner City: WASHINGTON

Owner State: DC

Owner ZIP Code: 20004-2505

Owner State Description:

Reporting Owner Relationship:

Is Director? No

Is Officer? No

Is Ten Percent Owner? Yes

Is Other? No

Reporting Owner:

Reporting Owner ID:

Owner CIK: 1548629

Owner Name: Carlyle Holdings II GP L.L.C.

Reporting Owner Address:

Owner Street 1: C/O THE CARLYLE GROUP

Owner Street 2: 1001 PENNSYLVANIA AVE. NW, SUITE 220

Owner City: WASHINGTON

Owner State: DC

Owner ZIP Code: 20004-2505

Owner State Description:

Reporting Owner Relationship:

Is Director? No

Is Officer? No

Is Ten Percent Owner? Yes

Is Other? No

Reporting Owner:

Reporting Owner ID:

Owner CIK: 1548630

Owner Name: Carlyle Holdings II L.L.C.

Reporting Owner Address:

Owner Street 1: C/O THE CARLYLE GROUP

Owner Street 2: 1001 PENNSYLVANIA AVE. NW, SUITE 220

Owner City: WASHINGTON

Owner State: DC

Owner ZIP Code: 20004-2505

Owner State Description:

Reporting Owner Relationship:

Is Director? No

Is Officer? No

Is Ten Percent Owner? Yes

Is Other? No

Reporting Owner:

Reporting Owner ID:

Owner CIK: 1790577

Owner Name: CG Subsidiary Holdings L.L.C.

Reporting Owner Address:

Owner Street 1: C/O THE CARLYLE GROUP, 1001

Owner Street 2: PENNSYLVANIA AVE. N.W., SUITE 220 SOUTH

Owner City: WASHINGTON

Owner State: DC

Owner ZIP Code: 20004-2505

Owner State Description:

Reporting Owner Relationship:

Is Director? No

Is Officer? No

Is Ten Percent Owner? Yes

Is Other? No

Reporting Owner:

Reporting Owner ID:

Owner CIK: 1475444

Owner Name: TC Group Cayman Investment Holdings, L.P.

Reporting Owner Address:

Owner Street 1: C/O THE CARLYLE GROUP

Owner Street 2: 1001 PENNSYLVANIA AVE. NW, SUITE 220

Owner City: WASHINGTON

Owner State: DC

Owner ZIP Code: 20004-2505

Owner State Description:

Reporting Owner Relationship:

Is Director? No

Is Officer? No

Is Ten Percent Owner? Yes

Is Other? No

Reporting Owner:

Reporting Owner ID:

Owner CIK: 1548636

Owner Name: TC Group Cayman Investment Holdings Sub L.P.

Reporting Owner Address:

Owner Street 1: C/O THE CARLYLE GROUP

Owner Street 2: 1001 PENNSYLVANIA AVE. NW, SUITE 220

Owner City: WASHINGTON

Owner State: DC

Owner ZIP Code: 20004-2505

Owner State Description:

Reporting Owner Relationship:

Is Director? No

Is Officer? No

Is Ten Percent Owner? Yes

Is Other? No

Reporting Owner:

Reporting Owner ID:

Owner CIK: 1791638

Owner Name: TC Group VI, L.L.C.

Reporting Owner Address:

Owner Street 1: C/O THE CARLYLE GROUP, 1001

Owner Street 2: PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH

Owner City: WASHINGTON

Owner State: DC

Owner ZIP Code: 20004-2505

Owner State Description:

Reporting Owner Relationship:

Is Director? No

Is Officer? No

Is Ten Percent Owner? Yes

Is Other? No

Reporting Owner:

Reporting Owner ID:

Owner CIK: 1791637

Owner Name: TC Group VI, L.P.

Reporting Owner Address:

Owner Street 1: C/O THE CARLYLE GROUP, 1001

Owner Street 2: PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH

Owner City: WASHINGTON

Owner State: DC

Owner ZIP Code: 20004-2505

Owner State Description:

Reporting Owner Relationship:

Is Director? No

Is Officer? No

Is Ten Percent Owner? Yes

Is Other? No

Reporting Owner:

Reporting Owner ID:

Owner CIK: 1792793

Owner Name: Carlyle Partners VI Holdings II, L.P.

Reporting Owner Address:

Owner Street 1: C/O THE CARLYLE GROUP 1001

Owner Street 2: PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH

Owner City: WASHINGTON

Owner State: DC

Owner ZIP Code: 20004-2505

Owner State Description:

Reporting Owner Relationship:

Is Director? No

Is Officer? No

Is Ten Percent Owner? Yes

Is Other? No

Non-Derivative Table:

Non-Derivative Transaction:

Security Title:

Value: Common Stock

Transaction Date:

Value: 12/8/21

Deemed Execution Date:

Transaction Coding:

Transaction Form Type: 4

Transaction Code: J

Equity Swap Involved? No

Footnote ID: F1

Transaction Timeliness:

Value:

Transaction Amounts:

Transaction Shares:

Value: 55,722,733

Transaction Price Per Share:

Value: 47.50

Transaction Acquired-Disposed Code:

Value: D

Post-Transaction Amounts:

Shares Owned Following Transaction:

Value: 0

Ownership Nature:

Direct or Indirect Ownership:

Value: I

Nature of Ownership:

Value: See footnotes

Footnote ID: F2

Footnote ID: F3

Footnotes:

Footnote - F1: 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.

Footnote - F2: 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.

Footnote - F3: 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:

Owner Signature:

Signature Name: Carlyle Group Management L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer

Signature Date: 12/9/21

Owner Signature:

Signature Name: The Carlyle Group Inc., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director and Chief Financial Officer

Signature Date: 12/9/21

Owner Signature:

Signature Name: 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

Signature Date: 12/9/21

Owner Signature:

Signature Name: Carlyle Holdings II L.L.C., By /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director

Signature Date: 12/9/21

Owner Signature:

Signature Name: CG Subsidiary Holdings L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director

Signature Date: 12/9/21

Owner Signature:

Signature Name: 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

Signature Date: 12/9/21

Owner Signature:

Signature Name: 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

Signature Date: 12/9/21

Owner Signature:

Signature Name: TC Group VI, L.L.C., By: /s/ Jeremy W. Anderson, Authorized Person

Signature Date: 12/9/21

Owner Signature:

Signature Name: TC Group VI, L.P., By: /s/ Jeremy W. Anderson, Authorized Person

Signature Date: 12/9/21

Owner Signature:

Signature Name: Carlyle Partners VI Holdings II, L.P., By: TC Group VI, L.P., its general partner, By: /s/ Jeremy W. Anderson, Authorized Person

Signature Date: 12/9/21

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