UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
QuidelOrtho Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
219798105
(CUSIP Number)
Jeffrey Ferguson
The Carlyle Group
1001 Pennsylvania Avenue, NW
Suite 220 South
Washington, D.C. 20004
(202) 729-5626
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 24, 2024
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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. 219798105 | 13D | Page 2 of 14 pages |
| 1 | Names of Reporting Persons
The Carlyle Group Inc. |
|
| 2 | Check the Appropriate Box if a Member of a Group
|
(a) ☐ (b) ☐ |
| 3 | SEC Use Only
|
|
| 4 | Source of Funds (See Instructions)
OO |
|
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
|
| 6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
11,766,022 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
11,766,022 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,766,022 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
17.6% |
| 14 | Type of Reporting Person
CO |
| CUSIP No. 219798105 | 13D | Page 3 of 14 pages |
| 1 | Names of Reporting Persons
Carlyle Holdings II GP L.L.C. |
|
| 2 | Check the Appropriate Box if a Member of a Group |
(a) ☐ (b) ☐ |
| 3 | SEC Use Only
|
|
| 4 | Source of Funds (See Instructions)
OO |
|
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
|
| 6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
11,766,022 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
11,766,022 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,766,022 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
17.6% |
| 14 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 219798105 | 13D | Page 4 of 14 pages |
| 1 | Names of Reporting Persons
Carlyle Holdings II L.L.C. |
|
| 2 | Check the Appropriate Box if a Member of a Group
|
(a) ☐ (b)☐ |
| 3 | SEC Use Only
|
|
| 4 | Source of Funds (See Instructions)
OO |
|
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
|
| 6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
11,766,022 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
11,766,022 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,766,022 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
17.6% |
| 14 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 219798105 | 13D | Page 5 of 14 pages |
| 1 | Names of Reporting Persons
CG Subsidiary Holdings L.L.C. |
|
| 2 | Check the Appropriate Box if a Member of a Group
|
(a) ☐ (b) ☐ |
| 3 | SEC Use Only
|
|
| 4 | Source of Funds (See Instructions)
OO |
|
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
|
| 6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
11,766,022 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
11,766,022 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,766,022 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
17.6% |
| 14 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 219798105 | 13D | Page 6 of 14 pages |
| 1 | Names of Reporting Persons
TC Group Cayman Investment Holdings, L.P. |
|
| 2 | Check the Appropriate Box if a Member of a Group |
(a) ☐ (b) ☐ |
| 3 | SEC Use Only
|
|
| 4 | Source of Funds (See Instructions)
OO |
|
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
|
| 6 | Citizenship or Place of Organization
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
11,766,022 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
11,766,022 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,766,022 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
17.6% |
| 14 | Type of Reporting Person
PN |
| CUSIP No. 219798105 | 13D | Page 7 of 14 pages |
| 1 | Names of Reporting Persons
TC Group Cayman Investment Holdings Sub L.P. |
|
| 2 | Check the Appropriate Box if a Member of a Group |
(a) ☐ (b) ☐ |
| 3 | SEC Use Only
|
|
| 4 | Source of Funds (See Instructions)
OO |
|
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
|
| 6 | Citizenship or Place of Organization
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
11,766,022 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
11,766,022 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,766,022 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
17.6% |
| 14 | Type of Reporting Person
PN |
| CUSIP No. 219798105 | 13D | Page 8 of 14 pages |
| 1 | Names of Reporting Persons
TC Group VI Cayman, L.L.C. |
|
| 2 | Check the Appropriate Box if a Member of a Group |
(a) ☐ (b) ☐ |
| 3 | SEC Use Only
|
|
| 4 | Source of Funds (See Instructions)
OO |
|
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
|
| 6 | Citizenship or Place of Organization
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
11,766,022 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
11,766,022 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,766,022 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
17.6% |
| 14 | Type of Reporting Person
OO (Limited Liability Company) |
| CUSIP No. 219798105 | 13D | Page 9 of 14 pages |
| 1 | Names of Reporting Persons
TC Group VI Cayman, L.P. |
|
| 2 | Check the Appropriate Box if a Member of a Group |
(a) ☐ (b) ☐ |
| 3 | SEC Use Only
|
|
| 4 | Source of Funds (See Instructions)
OO |
|
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
|
| 6 | Citizenship or Place of Organization
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
11,766,022 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
11,766,022 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,766,022 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
17.6% |
| 14 | Type of Reporting Person
PN |
| CUSIP No. 219798105 | 13D | Page 10 of 14 pages |
| 1 | Names of Reporting Persons
Carlyle Partners VI Cayman Holdings, L.P. |
|
| 2 | Check the Appropriate Box if a Member of a Group |
(a) ☐ (b) ☐ |
| 3 | SEC Use Only
|
|
| 4 | Source of Funds (See Instructions)
OO |
|
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
|
| 6 | Citizenship or Place of Organization
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | Sole Voting Power
0 |
| 8 | Shared Voting Power
11,766,022 | |
| 9 | Sole Dispositive Power
0 | |
| 10 | Shared Dispositive Power
11,766,022 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,766,022 |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 | Percent of Class Represented by Amount in Row (11)
17.6% |
| 14 | Type of Reporting Person
PN |
| CUSIP No. 219798105 | 13D | Page 11 of 14 pages |
Explanatory Note
This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the statement on Schedule 13D filed with the United States Securities and Exchange Commission (the “SEC”) on June 6, 2022 (the “Schedule 13D”), relating to the common stock, par value $0.001 per share (the “Common Stock”), of QuidelOrtho Corporation, a Delaware corporation (the “Issuer”), whose principal executive office is located at 9975 Summers Ridge Road, San Diego, California 92121. Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
| CUSIP No. 219798105 | 13D | Page 12 of 14 pages |
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) – (b) The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 66,971,816 shares of Common Stock outstanding as of May 1, 2024, as disclosed in the Issuer’s quarterly report on Form 10-Q filed on May 9, 2024.
| Reporting Person | Amount beneficially owned | Percent of class | Sole power to vote or to direct the vote | Shared power to vote or to direct the vote | Sole power to dispose or to direct the disposition | Shared power to dispose or to direct the disposition | ||||||||||||||||||
| The Carlyle Group Inc. | 11,766,022 | 17.6 | % | 0 | 11,766,022 | 0 | 11,766,022 | |||||||||||||||||
| Carlyle Holdings II GP L.L.C. | 11,766,022 | 17.6 | % | 0 | 11,766,022 | 0 | 11,766,022 | |||||||||||||||||
| Carlyle Holdings II L.L.C. | 11,766,022 | 17.6 | % | 0 | 11,766,022 | 0 | 11,766,022 | |||||||||||||||||
| CG Subsidiary Holdings L.L.C. | 11,766,022 | 17.6 | % | 0 | 11,766,022 | 0 | 11,766,022 | |||||||||||||||||
| TC Group Cayman Investment Holdings, L.P. | 11,766,022 | 17.6 | % | 0 | 11,766,022 | 0 | 11,766,022 | |||||||||||||||||
| TC Group Cayman Investment Holdings Sub L.P. | 11,766,022 | 17.6 | % | 0 | 11,766,022 | 0 | 11,766,022 | |||||||||||||||||
| TC Group VI Cayman, L.L.C. | 11,766,022 | 17.6 | % | 0 | 11,766,022 | 0 | 11,766,022 | |||||||||||||||||
| TC Group VI Cayman, L.P. | 11,766,022 | 17.6 | % | 0 | 11,766,022 | 0 | 11,766,022 | |||||||||||||||||
| Carlyle Partners VI Cayman Holdings, L.P. | 11,766,022 | 17.6 | % | 0 | 11,766,022 | 0 | 11,766,022 | |||||||||||||||||
Reflects shares of Common Stock held of record by Carlyle Partners VI Cayman Holdings, L.P. The Carlyle Group Inc., a publicly traded company listed on Nasdaq, is the sole member of Carlyle Holdings II GP L.L.C., which is the managing member of Carlyle Holdings II L.L.C., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the sole member of TC Group VI Cayman, L.L.C., which is the general partner of TC Group VI Cayman, L.P., which is the general partner of Carlyle Partners VI Cayman Holdings, L.P. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Carlyle Partners VI Cayman Holdings, L.P., but each disclaims beneficial ownership of such securities.
| CUSIP No. 219798105 | 13D | Page 13 of 14 pages |
(c) From June 12, 2024 through June 24, 2024, pursuant to the 10b5-1 Plan, Carlyle Partners VI Cayman Holdings, L.P. disposed of 694,161 shares of Common Stock in a series of open-market transactions. Details by date, listing the number of shares of Common Stock disposed of and the weighted average price per share, are provided below. The Reporting Persons undertake to provide, upon request by the staff of the SEC, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for each transaction.
| Date | Shares Disposed Of | Price Range | Weighted Average Price Per Share | |||
| June 12, 2024 | 18,344 | $39.80 to $39.99 | $39.9154 | |||
| June 12, 2024 | 44,950 | $40.00 to $40.9991 | $40.3379 | |||
| June 12, 2024 | 969 | $41.00 to $41.18 | $41.1490 | |||
| June 13, 2024 | 11,956 | $36.70 to $36.9995 | $36.8927 | |||
| June 13, 2024 | 99,264 | $37.00 to $37.9999 | $37.5186 | |||
| June 13, 2024 | 26,314 | $38.00 to $38.99 | $38.1905 | |||
| June 13, 2024 | 6,700 | $39.00 to $39.54 | $39.2402 | |||
| June 14, 2024 | 22,287 | $35.4809 to $35.9999 | $35.8208 | |||
| June 14, 2024 | 104,663 | $36.00 to $36.9957 | $36.2618 | |||
| June 14, 2024 | 1,031 | $37.0004 to $37.1756 | $37.0858 | |||
| June 17, 2024 | 51,468 | $35.485 to $35.9999 | $35.8156 | |||
| June 17, 2024 | 48,174 | $36.00 to $36.485 | $36.1773 | |||
| June 18, 2024 | 31,730 | $35.52 to $35.9987 | $35.7402 | |||
| June 18, 2024 | 16,811 | $36.00 to $36.88 | $36.3791 | |||
| June 20, 2024 | 49,593 | $34.2892 to $34.9995 | $34.8158 | |||
| June 20, 2024 | 17,614 | $35.00 to $35.26 | $35.0856 | |||
| June 21, 2024 | 23,222 | $34.71 to $34.9985 | $34.9078 | |||
| June 21, 2024 | 45,358 | $35.00 to $35.4065 | $35.1464 | |||
| June 24, 2024 | 19,516 | $33.86 to $33.9917 | $33.9402 | |||
| June 24, 2024 | 44,401 | $34.00 to $34.9998 | $34.3512 | |||
| June 24, 2024 | 9,796 | $35.00 to $35.33 | $35.0925 |
(d) None.
(e) Not applicable.
| CUSIP No. 219798105 | 13D | Page 14 of 14 pages |
SIGNATURES
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.
Date: June 25, 2024
| The Carlyle Group Inc. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | John C. Redett | |
| Title: | Chief Financial Officer | |
| Carlyle Holdings II GP L.L.C. | ||
| By: | The Carlyle Group Inc., its sole member | |
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | John C. Redett | |
| Title: | Chief Financial Officer | |
| Carlyle Holdings II L.L.C. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | John C. Redett | |
| Title: | Managing Director | |
| CG Subsidiary Holdings L.L.C. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | John C. Redett | |
| Title: | Managing Director | |
| TC Group Cayman Investment Holdings, L.P. | ||
| By: | CG Subsidiary Holdings L.L.C., its general partner | |
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | John C. Redett | |
| Title: | Managing Director | |
| 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 | |
| Name: | John C. Redett | |
| Title: | Managing Director | |
| TC Group VI Cayman, L.L.C. | ||
| By: | /s/ Jeremy W. Anderson | |
| Name: | Jeremy W. Anderson | |
| Title: | Vice President | |
| TC Group VI Cayman, L.P. | ||
| By: | TC Group VI Cayman, L.L.C., its general partner | |
| By: | /s/ Jeremy W. Anderson | |
| Name: | Jeremy W. Anderson | |
| Title: | Vice President | |
| Carlyle Partners VI Cayman Holdings, L.P. | ||
| By: | TC Group VI Cayman, L.P., its general partner | |
| By: | TC Group VI Cayman, L.L.C., its general partner | |
| By: | /s/ Jeremy W. Anderson | |
| Name: | Jeremy W. Anderson | |
| Title: | Vice President | |