The Carlyle Group
Carlyle Group L.P. (Form: 3, Received: 01/02/2018 16:53:25)
FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

1. Name and Address of Reporting Person *

CLARE PETER J

2. Date of Event Requiring Statement (MM/DD/YYYY)
1/1/2018 

3. Issuer Name and Ticker or Trading Symbol

Carlyle Group L.P. [CG]

(Last)        (First)        (Middle)

1001 PENNSYLVANIA AVENUE, NW

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

__ X __ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Co-Chief Investment Officer /

(Street)

WASHINGTON, DC 20004       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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   27381   (1) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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
Carlyle Holdings partnership units     (2)   (2) Common Units representing limited partnership interests   4337398     (2) D    
Carlyle Holdings partnership units     (2)   (2) Common Units representing limited partnership interests   273632     (2) I   See Footnote   (3)

Explanation of Responses:
(1)  Of these 27,381 securities, 18,660 are common units and 8,721 are deferred restricted common units. The 8,721 deferred restricted common units are scheduled to vest on August 1, 2018, provided that Mr. Clare continues to provide services to the issuer.
(2)  Pursuant to the terms of the exchange agreement and subject to certain requirements and restrictions, the partnership units of Carlyle Holdings are exchangeable for common units of The Carlyle Group L.P. on a one-for-one basis.
(3)  Such Carlyle Holdings partnership units are held by a trust for the benefit of the Reporting Person's family. The Reporting Person is the special purpose trustee of the trust and has sole investment power over the units.

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 such reporting person is the beneficial owner of any of these interests, and disclaims beneficial ownership of such interests, except to the extent of such reporting person's pecuniary interest in such interests.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CLARE PETER J
1001 PENNSYLVANIA AVENUE, NW
WASHINGTON, DC 20004
X
Co-Chief Investment Officer

Signatures
/s/ Jeffrey W. Ferguson, by Power of Attorney for Peter J. Clare 1/2/2018
** 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.
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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, Curtis Buser, Kewsong Lee, Glenn
Youngkin 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, Curtis Buser, Kewsong Lee, Glenn Youngkin 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, Curtis Buser, Kewsong Lee, Glenn
Youngkin 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:  10/26/2017                By: /s/ Peter Clare
     -------------------             --------------------------------------
                                 Name:  Peter Clare
                                 Title: Managing Director