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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Carlyle Group Inc.
(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., NW
(Street)
WASHINGTON DC 20004-2505
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CommScope Holding Company, Inc. [ COMM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock (1) 09/30/2023 J(2) 15,548 (1) (1) Common Stock 565,381 (2) 1,146,324 I See Footnotes(3)(4)
1. Name and Address of Reporting Person*
Carlyle Group Inc.
(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., NW
(Street)
WASHINGTON DC 20004-2505
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Holdings I GP Inc.
(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., NW, SUITE 220 S
(Street)
WASHINGTON DC 20004-2505
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Holdings I GP Sub L.L.C.
(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., NW, SUITE 220 S
(Street)
WASHINGTON DC 20004-2505
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Holdings I L.P.
(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., NW, SUITE 220 S
(Street)
WASHINGTON DC 20004-2505
(City) (State) (Zip)
1. Name and Address of Reporting Person*
CG Subsidiary Holdings L.L.C.
(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., NW, SUITE 220 S
(Street)
WASHINGTON DC 20004-2505
(City) (State) (Zip)
1. Name and Address of Reporting Person*
TC Group, LLC
(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220 S
(Street)
WASHINGTON DC 20004-2505
(City) (State) (Zip)
1. Name and Address of Reporting Person*
TC Group Sub L.P.
(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220 S
(Street)
WASHINGTON DC 20004-2505
(City) (State) (Zip)
1. Name and Address of Reporting Person*
TC Group VII S1, L.L.C.
(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220 S
(Street)
WASHINGTON DC 20004-2505
(City) (State) (Zip)
1. Name and Address of Reporting Person*
TC Group VII S1, L.P.
(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220 S
(Street)
WASHINGTON DC 20004-2505
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Partners VII S1 Holdings, L.P.
(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220 S
(Street)
WASHINGTON DC 20004-2505
(City) (State) (Zip)
Explanation of Responses:
1. The number of shares of Common Stock of the Issuer deliverable upon conversion of each share of Series A Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock"), is initially equal to 36.3636 shares, subject to customary anti-dilution adjustments. The Preferred Stock is convertible at any time and has no stated maturity. The Preferred Stock will remain outstanding indefinitely unless converted, repurchased or redeemed by the Issuer. The Issuer may mandatorily convert the Preferred Stock into Common Stock at any time after the three-year anniversary of the issuance, if certain conditions are met.
2. The reporting person received these shares of Series A Convertible Preferred Stock as a payment-in-kind dividend on the shares of Series A Convertible Preferred Stock owned on the dividend record date. Holders of the Series A Convertible Preferred Stock are entitled to a cumulative dividend at the rate of 5.5% per year, payable quarterly in arrears.
3. Carlyle Partners VII S1 Holdings, L.P. is the record holder of the securities reported herein.
4. The Carlyle Group Inc., which is a publicly traded entity listed on the Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the managing member of TC Group VII S1, L.L.C., which is the general partner of TC Group VII S1, L.P., which is the general partner of Carlyle Partners VII S1 Holdings, L.P.
Remarks:
Exhibit 24 - Power of Attorney
The Carlyle Group Inc., By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Chief Financial Officer 10/02/2023
Carlyle Holdings I GP Inc., By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director and Chief Financial Officer 10/02/2023
Carlyle Holdings I GP Sub L.L.C., By: Carlyle Holdings I GP Inc., its sole member, By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director and Chief Financial Officer 10/02/2023
Carlyle Holdings I L.P., By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director 10/02/2023
CG Subsidiary Holdings L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director 10/02/2023
TC Group, L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director 10/02/2023
TC Group Sub L.P., By: TC Group, L.L.C., its general partner, By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director 10/02/2023
TC Group VII S1, L.L.C., By: /s/ Jeremy W. Anderson, Vice President 10/02/2023
TC Group VII S1, L.P., By: /s/ Jeremy W. Anderson, Vice President 10/02/2023
Carlyle Partners VII S1 Holdings, L.P., By: TC Group VII S1, L.P., its general partner, By: /s/ Jeremy W. Anderson, Vice President 10/02/2023
** 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 4 (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

                                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, Chintan Bhatt, Anne
Frederick, Erica Herberg, Anat Holtzman, Andrew Howlett-Bolton, Joshua
Lefkowitz, David Lobe, Elizabeth Muscarella, Sanket Patel, Robert Rosen, 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, as amended (the "1933 Act") and reports required by Sections
             13(d) and 16(a) of the Securities Exchange Act of 1934, as amended
             (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 that 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 I GP
Inc., Carlyle Holdings I GP Sub L.L.C., Carlyle Holdings I L.P., TC Group,
L.L.C., Carlyle Holdings II GP L.L.C., Carlyle Holdings II L.L.C., CG
Subsidiary Holdings L.L.C., TC Group Investment Holdings Limited Partner
L.L.C., TC Group Investment Holdings, L.P., Carlyle Holdings III GP L.P.,
Carlyle Holdings III GP Sub L.L.C., Carlyle Holdings III L.P., TC Group Cayman
L.P., TC Group Sub L.P., TC Group Investment Holdings Sub L.P., TC Group Cayman
Investment Holdings, L.P., TC Group Cayman Investment Holdings Sub L.P., TC
Group Cayman, L.P., TC Group Cayman Sub L.P., Five Overseas CG Investment
L.L.C. 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 October, 2023.

                                   By:        /s/ John C. Redett
                                              -----------------------------
                                   Name:      John C. Redett
                                   Title:     Chief Financial Officer