UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Amendment No. __)*
Under the Securities Exchange Act of 1934
The Carlyle Group Inc. |
| (Name of Issuer) |
|
Common Stock, par value $0.01 per share |
| (Title of Class of Securities) |
|
| 14316J108 |
| (CUSIP Number) |
|
| December 31, 2020 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
x Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 14316J108 | Schedule 13G | Page 2 of 8 |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mubadala Investment Company PJSC | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o |
|||
| 3 |
SEC USE ONLY
| |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
The Emirate of Abu Dhabi, United Arab Emirates | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
Not applicable | ||
| 6 |
SHARED VOTING POWER
18,859,408 | |||
| 7 |
SOLE DISPOSITIVE POWER
Not applicable | |||
| 8 |
SHARED DISPOSITIVE POWER
18,859,408 | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,859,408 | |||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
o | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%(1) | |||
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
CO | |||
| (1) | The information set forth herein regarding percentages of beneficial ownership is based upon information obtained from the Issuer regarding the number of Common Stock disclosed as outstanding by the Issuer in its Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2020, filed with the Commission on October 29, 2020. |
| CUSIP No. 14316J108 | Schedule 13G | Page 3 of 8 |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mamoura Diversified Global Holding PJSC | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o |
|||
| 3 |
SEC USE ONLY
| |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
The Emirate of Abu Dhabi, United Arab Emirates | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
Not applicable | ||
| 6 |
SHARED VOTING POWER
18,859,408 | |||
| 7 |
SOLE DISPOSITIVE POWER
Not applicable | |||
| 8 |
SHARED DISPOSITIVE POWER
18,859,408 | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,859,408 | |||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
o | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%(1) | |||
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
CO | |||
| (1) | The information set forth herein regarding percentages of beneficial ownership is based upon information obtained from the Issuer regarding the number of Common Stock disclosed as outstanding by the Issuer in its Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2020, filed with the Commission on October 29, 2020. |
| CUSIP No. 14316J108 | Schedule 13G | Page 4 of 8 |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Five Overseas Investment L.L.C. | |||||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o |
|||||||
| 3 |
SEC USE ONLY
| |||||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
The Emirate of Abu Dhabi, United Arab Emirates | |||||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
Not applicable | ||||||
| 6 |
SHARED VOTING POWER
18,859,408 | |||||||
| 7 |
SOLE DISPOSITIVE POWER
Not applicable | |||||||
| 8 |
SHARED DISPOSITIVE POWER
18,859,408 | |||||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,859,408 | |||||||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
o | ||||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%(1) | |||||||
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
OO | |||||||
| (1) | The information set forth herein regarding percentages of beneficial ownership is based upon information obtained from the Issuer regarding the number of Common Stock disclosed as outstanding by the Issuer in its Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2020, filed with the Commission on October 29, 2020. |
| CUSIP No. 14316J108 | Page 5 of 8 |
Item 1.
| (a) | Name of Issuer: |
The Carlyle Group Inc.
| (b) | Address of Issuer’s Principal Executive Offices: |
1001 Pennsylvania Avenue, NW, Washington, DC, 20004-2505
Item 2.
| (a) | Name of Person Filing: |
| (i) | Mubadala Investment Company PJSC, a public joint stock company established under the laws of the Emirate of Abu Dhabi and wholly owned by the Government of the Emirate of Abu Dhabi (“Mubadala”), which is the sole owner of Mamoura Diversified Global Holdings PJSC, a public joint stock company established under the laws of the Emirate of Abu Dhabi and formerly known as Mubadala Development Company PJSC (“Mamoura”). |
| (ii) | Mamoura, which is the sole owner of Five Overseas Investment L.L.C. (“Five Overseas”). |
| (iii) | Five Overseas. |
| (b) | Address of Principal Business Office or, if none, Residence: |
| (i) | Al Mamoura Building 45005, Abu Dhabi, United Arab Emirates |
| (ii) | Al Mamoura Building 45005, Abu Dhabi, United Arab Emirates |
| (iii) | Al Mamoura Building 45005, Abu Dhabi, United Arab Emirates |
| (c) | Citizenship: |
| (i) | The Emirate of Abu Dhabi, United Arab Emirates |
| (ii) | The Emirate of Abu Dhabi, United Arab Emirates |
| (iii) | The Emirate of Abu Dhabi, United Arab Emirates |
| (d) | Title of Class of Securities: |
Common Stock, par value $0.01 per share
| (e) | CUSIP Number: |
14316J108
| CUSIP No. 14316J108 | Page 6 of 8 |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership.
| (a) | Amount Beneficially Owned: The responses of the Reporting Persons to Rows (5) through (11) of the cover pages of this Statement are incorporated herein by reference. |
| (b) | Percent of Class: The responses of the Reporting Persons to Row (11) of the cover pages of this Statement are incorporated herein by reference. |
| (c) | Number of shares as to which the person has: The responses of the Reporting Persons to Rows (5) through (8) of the cover pages of this Statement are incorporated herein by reference. |
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Member of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 14316J108 | Page 7 of 8 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| MUBADALA INVESTMENT COMPANY PJSC | |
| February 11, 2021 | |
| Date | |
| /s/ Samer Halawa | |
| Signature | |
| Samer Halawa / Chief Legal Officer | |
| Name/Title | |
| MAMOURA DIVERSIFIED GLOBAL HOLDING PJSC | |
| February 11, 2021 | |
| Date | |
| /s/ Samer Halawa | |
| Signature | |
| Samer Halawa / Authorized Signatory | |
| Name/Title | |
|
Five Overseas Investment L.L.C. | |
| February 11, 2021 | |
| Date | |
| /s/ Rodney Cannon | |
| Signature | |
| Rodney Cannon / Authorized Signatory | |
| Name/Title |
| CUSIP No. 14316J108 | Page 8 of 8 |
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(k)(1) of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees that the statement on Schedule 13G filed herewith shall be filed on behalf of each of the undersigned.
| MUBADALA INVESTMENT COMPANY PJSC | |
| February 11, 2021 | |
| Date | |
| /s/ Samer Halawa | |
| Signature | |
| Samer Halawa / Chief Legal Officer | |
| Name/Title | |
| MAMOURA DIVERSIFIED GLOBAL HOLDING PJSC | |
| February 11, 2021 | |
| Date | |
| /s/ Samer Halawa | |
| Signature | |
| Samer Halawa / Authorized Signatory | |
| Name/Title | |
|
Five Overseas Investment L.L.C. | |
| February 11, 2021 | |
| Date | |
| /s/ Rodney Cannon | |
| Signature | |
| Rodney Cannon / Authorized Signatory | |
| Name/Title |