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
|
| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
| C/O THE CARLYLE GROUP INC. |
| 1001 PENNSYLVANIA AVENUE NW , SUITE 220 |
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
01/27/2021
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3. Issuer Name and Ticker or Trading Symbol
Ortho Clinical Diagnostics Holdings plc
[ OCDX ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Ordinary Shares |
143,406,000 |
I |
See footnote
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
|
| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
| C/O THE CARLYLE GROUP INC. |
| 1001 PENNSYLVANIA AVENUE NW , SUITE 220 |
(Street)
|
1. Name and Address of Reporting Person*
| C/O THE CARLYLE GROUP INC. |
| 1001 PENNSYLVANIA AVENUE NW , SUITE 220 |
(Street)
|
1. Name and Address of Reporting Person*
| C/O THE CARLYLE GROUP INC. |
| 1001 PENNSYLVANIA AVENUE NW , SUITE 220 |
(Street)
|
1. Name and Address of Reporting Person*
| C/O THE CARLYLE GROUP INC. |
| 1001 PENNSYLVANIA AVENUE NW , SUITE 220 |
(Street)
|
1. Name and Address of Reporting Person*
| C/O THE CARLYLE GROUP INC. |
| 1001 PENNSYLVANIA AVENUE NW , SUITE 220 |
(Street)
|
1. Name and Address of Reporting Person*
| C/O THE CARLYLE GROUP INC. |
| 1001 PENNSYLVANIA AVENUE NW , SUITE 220 |
(Street)
|
1. Name and Address of Reporting Person*
| C/O THE CARLYLE GROUP INC. |
| 1001 PENNSYLVANIA AVENUE NW , SUITE 220 |
(Street)
|
1. Name and Address of Reporting Person*
| C/O THE CARLYLE GROUP INC. |
| 1001 PENNSYLVANIA AVENUE NW , SUITE 220 |
(Street)
|
1. Name and Address of Reporting Person*
| C/O THE CARLYLE GROUP INC. |
| 1001 PENNSYLVANIA AVENUE NW , SUITE 220 |
(Street)
|
1. Name and Address of Reporting Person*
| C/O THE CARLYLE GROUP INC. |
| 1001 PENNSYLVANIA AVENUE NW , SUITE 220 |
(Street)
|
| Explanation of Responses: |
|
|
| Remarks: |
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Carlyle Group Management L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer |
01/27/2021 |
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The Carlyle Group Inc., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer |
01/27/2021 |
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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 |
01/27/2021 |
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Carlyle Holdings II L.L.C., By /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer |
01/27/2021 |
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CG Subsidiary Holdings L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Authorized Person |
01/27/2021 |
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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, Authorized Person |
01/27/2021 |
|
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, Authorized Person |
01/27/2021 |
|
TC Group VI Cayman, L.L.C., By: /s/ Jeremy W. Anderson, Authorized Person |
01/27/2021 |
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TC Group VI Cayman, L.P., By: /s/ Jeremy W. Anderson, Authorized Person |
01/27/2021 |
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Carlyle Partners VI Cayman Holdings, L.P., By: /s/ Jeremy W. Anderson, Authorized Person |
01/27/2021 |
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** 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. |
EXHIBIT 24
POWER OF ATTORNEY
The undersigned understands that, from time to time, the Carlyle Companies
(defined below) are required to prepare, execute and file certain federal and
state securities laws filings.
Know all by these presents, that the undersigned hereby constitutes and appoints
each of Jeffrey Ferguson, Jeremy Anderson, Joanne Cosiol, Anne Frederick, Kevin
Gasque, Erica Herberg, Norma Kuntz, Joshua Lefkowitz, David Lobe, Karen
McMonagle, Aditya Narain, Michelle Reing, Ryan Toteja and Catherine Ziobro, or
any of them signing singly, and with full power of substitution, the
undersigned's true and lawful attorney-in-fact to:
(1) prepare, execute in the name of each Carlyle Company and on behalf of each
Carlyle Company, and submit to the U.S. Securities and Exchange Commission (the
"SEC") a Form ID, including amendments thereto, and any other documents
necessary or appropriate to obtain codes and passwords enabling the undersigned
to make electronic filings with the SEC of Forms D ("Form D") required to be
filed in accordance with Rule 503 ("Rule 503") promulgated with respect to
Sections 4(2), 4(6) and 3(b) of the Securities Act of 1933 (the "1933 Act") and
reports required by Sections 13(d) and 16(a) of the Securities Exchange Act of
1934 (the "1934 Act") or any rule or regulation of the SEC;
(2) prepare and execute for and on behalf of each Carlyle Company, in the
undersigned's capacity as a Chairman, authorized person, officer and/or director
of each Carlyle Company, federal and state securities laws filings including
without limitation Forms D pursuant to Rule 503 and Schedules 13D and 13G and
Forms 3, 4, and 5 in accordance with Sections 13(d) and 16(a) of the 1934 Act
and the rules thereunder;
(3) do and perform any and all acts for and on behalf of each Carlyle Company
which may be necessary or desirable to complete and execute any such federal and
state securities laws filings including without limitation Forms D, Schedules
13D and 13G and Forms 3, 4, and 5, complete and execute any amendment or
amendments thereto, and timely file such form with the SEC and the securities
administrators of any state, the District of Columbia, the Commonwealth of
Puerto Rico, Guam and the United States Virgin Islands or their designees and
any stock exchange or similar authority; and
(4) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted, whether the same needs to be executed, taken or done by him in his
capacity as a current or former member, partner, shareholder, director or
officer of any company, partnership, corporation, organization, firm, branch or
other entity connected with, related to or affiliated with any of the entities
constituting the Carlyle Companies or entities that directly or indirectly hold
interests in the Carlyle Companies.
The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming any of the
undersigned's responsibilities to comply with federal and state securities laws,
including without limitation Rule 503 of the 1933 Act or Section 13 and Section
16 of the 1934 Act.
This Power of Attorney and all authority conferred hereby shall not be
terminated by operation of law, whether by the death or incapacity of the
undersigned or by occurrence of any other event. Actions taken by an
attorney-in-fact pursuant to this Power of Attorney shall be as valid as if any
event described in the preceding sentence had not occurred, whether or not the
attorney-in-fact shall have received notice of such event. Notwithstanding the
foregoing, (i) in the event that an attorney-in-fact is no longer employed by
The Carlyle Group Employee Co., L.L.C. or its affiliates, this Power of Attorney
and all authority conferred hereby shall be immediately terminated with respect
to such Attorney, and (ii) the undersigned may terminate or revoke this Power of
Attorney at any time.
For purposes hereof, the "Carlyle Companies" shall consist of: (i) Carlyle Group
Management L.L.C., The Carlyle Group Inc., Carlyle Holdings II GP L.L.C., CG
Subsidiary Holdings L.L.C., TC Group Cayman Investment Holdings, L.P., TC Group
Cayman Investment Holdings Sub L.P., TC Group VI Cayman, L.L.C., TC Group VI
Cayman, L.P. and Carlyle Partners VI Cayman Holdings, L.P. and (ii) the
subsidiaries and affiliates of the foregoing in clause (i), including without
limitation investment funds sponsored directly or indirectly by one or more of
the Carlyle Companies.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 1st day of January, 2020.
By: /s/ Curtis L. Buser
Name: Curtis L. Buser
Title: Chief Financial Officer
