SEC FORM 3 SEC Form 3
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
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1. Name and Address of Reporting Person*
SHAW WILLIAM JOSEPH

(Last) (First) (Middle)
1001 PENNSYLVANIA AVENUE, NW

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/03/2012
3. Issuer Name and Ticker or Trading Symbol
Carlyle Group L.P. [ CG ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 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)
X Form filed by One Reporting Person
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 Units 11,364(1) D
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. These securities are deferred restricted common unit awards.
Remarks:
Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, the Reporting Person herein states that this filing shall not be deemed to be an admission that he or it is the beneficial owner of any of these interests, and disclaims beneficial ownership of such interests, except to the extent of his pecuniary interest in such interests.
/s/ Jeffrey W. Ferguson, General Counsel of The Carlyle Group L.P., by power of attorney for William J. Shaw 05/03/2012
** 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.
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                                                                    Exhibit 24.1

                   POWER OF ATTORNEY AND CONFIRMING STATEMENT
                   __________________________________________

        This Power of Attorney and Confirming Statement (this "Statement")
confirms that the undersigned has authorized and designated each of William E.
Conway, Jr., Daniel A. D' Aniello, David M. Rubenstein, Adena T. Friedman and
Jeffrey W. Ferguson to execute and file on the undersigned's behalf all Forms 3,
4, and 5 (including any amendments thereto) that the undersigned may be required
to file with the U.S. Securities and Exchange Commission as a result of the
undersigned's ownership of or transactions in securities of The Carlyle Group
L.P. The authority of William E. Conway, Jr., Daniel A. D' Aniello, David M.
Rubenstein, Adena T. Friedman and Jeffrey W. Ferguson under this Statement shall
continue until the undersigned is no longer required to file Forms 3, 4, and 5
with regard to his or her ownership of or transactions in securities of The
Carlyle Group L.P., unless earlier revoked in writing. The undersigned
acknowledges that William E. Conway, Jr., Daniel A. D'Aniello, David M.
Rubenstein, Adena T. Friedman and Jeffrey W. Ferguson are not assuming any of
the undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934, as amended.


        In witness whereof, this Statement is signed and dated as of the date
set forth below.

Date: Feb. 13, 2012                     By:  /s/ William J. Shaw
      _____________                          __________________________________
                                        Name:  William J. Shaw
                                        Title: Director Nominee of Carlyle Group
                                               Management L.L.C.