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

Ownership Document

Schema Version: X0206

Document Type: 3

Period of Report: 8/17/22

No Securities Owned: 0

Issuer:

Issuer CIK: 1049502

Issuer Name: MKS INSTRUMENTS INC

Issuer Trading Symbol: MKSI

Reporting Owner:

Reporting Owner ID:

Owner CIK: 1527166

Owner Name: Carlyle Group Inc.

Reporting Owner Address:

Owner Street 1: C/O THE CARLYLE GROUP INC.

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

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 220S

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 220S

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

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

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 220S

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 220S

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: 1838774

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

Reporting Owner Address:

Owner Street 1: C/O THE CARLYLE GROUP

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

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: 1838781

Owner Name: TC Group VI Cayman, L.P.

Reporting Owner Address:

Owner Street 1: C/O THE CARLYLE GROUP

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

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 Holding:

Security Title:

Value: Common Stock

Post-Transaction Amounts:

Shares Owned Following Transaction:

Value: 8,482,732

Ownership Nature:

Direct or Indirect Ownership:

Value: I

Nature of Ownership:

Value: See footnotes

Footnote ID: F1

Footnote ID: F2

Footnote ID: F3

Footnote ID: F4

Footnotes:

Footnote - F1: 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.

Footnote - F2: 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.

Footnote - F3: 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.

Footnote - F4: 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.

Owner Signature:

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

Signature Date: 8/29/22

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, Chief Financial Officer

Signature Date: 8/29/22

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: 8/29/22

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: 8/29/22

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: 8/29/22

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: 8/29/22

Owner Signature:

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

Signature Date: 8/29/22

Owner Signature:

Signature Name: TC Group VI Cayman, L.P., By: TC Group VI Cayman L.L.C., its general partner, By: /s/ Jeremy W. Anderson, Authorized Person

Signature Date: 8/29/22

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