SEC Info - Carlyle Holdings II L.L.C., et al. - ‘3’ for 8/17/22 re: MKS Instruments Inc.

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Carlyle Group Inc.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP INC.

1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
8/17/22

3. Issuer Name and Ticker or Trading Symbol
MKS INSTRUMENTS INC [ MKSI ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	8,482,732	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

1. Name and Address of Reporting Person^*

Carlyle Group Inc.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP INC.

1001 PENNSYLVANIA AVE. NW, SUITE 220S

(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 220S

(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 220S

(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. NW, SUITE 220S

(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 220S

(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 220S

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TC Group VI Cayman, L.L.C.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TC Group VI Cayman, L.P.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

Explanation of Responses:

(1) Includes 5,180,030 shares held by Carlyle Partners VI Cayman Holdings, L.P., 2,259,743 shares held by CEP IV Participations, S.a r.l. SICAR and 1,042,959 shares held by Gamma Holding Company Limited.

(2) The Carlyle Group Inc., which is a publicly traded entity 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 shareholder 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 Carlyle Partners VI Cayman Holdings, L.P.

(3) TC Group Cayman Investment Holdings Sub L.P. is also the sole shareholder of CEP IV Managing GP Holdings, Ltd. and the sole member of CAP IV, L.L.C. CEP IV Managing GP Holdings, Ltd. is the general partner of CEP IV Managing GP, L.P., which is the managing general partner of Carlyle Europe Partners IV, L.P., which is the majority shareholder of CEP IV Participations, S.a r.l. SICAR. CAP IV, L.L.C. is the general partner of CAP IV General Partner, L.P., which is the general partner of Carlyle Asia Partners IV, L.P., which is the majority shareholder of Gamma Holding Company Limited.

(4) Accordingly, each of these entities may be deemed to share beneficial ownership of the securities held of record by Carlyle Partners VI Cayman Holdings, L.P., CEP IV Participations, S.a r.l. SICAR and Gamma Holding Company Limited. Each of them disclaims beneficial ownership of such securities.

Remarks:

Exhibit 24 - Power of Attorney. Due to the limitations of the electronic filing system, each of Carlyle Partners VI Cayman Holdings, L.P., CEP IV Managing GP Holdings, Ltd., CEP IV Managing GP, L.P., Carlyle Europe Partners IV, L.P., CEP IV Participations, S.a r.l. SICAR, CAP IV, L.L.C., CAP IV General Partner, L.P., Carlyle Asia Partners IV, L.P. and Gamma Holding Company Limited are filing a separate Form 3.

	The Carlyle Group Inc., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer	8/29/22
	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, Chief Financial Officer	8/29/22
	Carlyle Holdings II L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director	8/29/22
	CG Subsidiary Holdings L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director	8/29/22
	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	8/29/22
	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	8/29/22
	TC Group VI Cayman, L.L.C., By: /s/ Jeremy W. Anderson, Authorized Person	8/29/22
	TC Group VI Cayman, L.P., By: TC Group VI Cayman L.L.C., its general partner, By: /s/ Jeremy W. Anderson, Authorized Person	8/29/22
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Carlyle Holdings II L.L.C., et al. – ‘3’ for 8/17/22 re: MKS Instruments Inc.

On: Monday, 8/29/22, at 7:02pm ET · For: 8/17/22 · As: 10% Owner · Accession #: 899243-22-30003 · File #: 0-23621

Previous ‘3’: ‘3’ on 6/6/22 for 5/27/22 · Latest ‘3’: This Filing

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34

Filing Table of Contents

‘3’ — Form 3 Submission — doc3.xml/2.6

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Carlyle Holdings II L.L.C., et al. – ‘3’ for 8/17/22 re: MKS Instruments Inc.

On: Monday, 8/29/22, at 7:02pm ET · For: 8/17/22 · As: 10% Owner · Accession #: 899243-22-30003 · File #: 0-23621

Previous ‘3’: ‘3’ on 6/6/22 for 5/27/22 · Latest ‘3’: This Filing

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34Filing Table of Contents

‘3’ — Form 3 Submission — doc3.xml/2.6

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34

Filing Table of Contents