Carlyle Group Inc. - Dec 8, 2021 Form 4 Insider Report for PPD, Inc. (PPD)

Role
10%+ Owner
Signature
Carlyle Group Management L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer
Stock symbol
PPD
Transactions as of
Dec 8, 2021
Transactions value $
-$2,646,829,818
Form type
4
Date filed
12/9/2021, 04:14 PM
Previous filing
Dec 7, 2021
Next filing
Jan 7, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PPD Common Stock Other -$2.65B -55.7M -100% $47.50 0 Dec 8, 2021 See footnotes F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Carlyle Group Inc. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On December 8, 2021, Thermo Fisher Scientific Inc., a Delaware corporation ("Buyer"), acquired the Issuer pursuant to a certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer and Powder Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Buyer ("Merger Sub"), dated as of April 15, 2021 (the "Merger Agreement"). In accordance with the Merger Agreement, the Issuer merged with and into Merger Sub, with the Issuer surviving such merger as a wholly owned subsidiary of Buyer (the "Merger"). At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $47.50 in cash.
F2 Carlyle Partners VI Holdings II, L.P. is the record holder of the securities reported herein. The Carlyle Group Inc. is a publicly traded company listed on Nasdaq, which 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, L.L.C., which is the general partner of TC Group VI, L.P., which is the general partner of Carlyle Partners VI Holdings II, L.P.
F3 Cont'd from footnote 2. Voting and investment determinations with respect to the shares of common stock held by Carlyle Partners VI Holdings II, L.P. are made by an investment committee of TC Group VI, 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 Holdings II, L.P. Each of them disclaims beneficial ownership of such securities.