MKS Instruments (MKSI) Form 3 MKS INSTRUMENTS / IV Participations, S.a r.l. SICAR CEP ownership change

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

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1. Name and Address of Reporting Person^*

Carlyle Partners VI Cayman Holdings, L.P.

(Last) (First) (Middle)

C/O WALKERS CORPORATE SERVICES LIMITED

190 ELGIN AVENUE

(Street)

GEORGE TOWN, GRAND CAYMAN E9 KY1-9001

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/17/2022

3. Issuer Name and Ticker or Trading Symbol
MKS INSTRUMENTS INC [ MKSI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	8,482,732	I	See footnotes(1)(2)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	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^*

Carlyle Partners VI Cayman Holdings, L.P.

(Last) (First) (Middle)

C/O WALKERS CORPORATE SERVICES LIMITED

190 ELGIN AVENUE

(Street)

GEORGE TOWN, GRAND CAYMAN E9 KY1-9001

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CEP IV Managing GP Holdings, Ltd.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CEP IV Managing GP, L.P.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CEP IV Participations, S.a r.l. SICAR

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Gamma Holding Co Ltd

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

Explanation of Responses:

1. Includes 5,180,030 shares held by Carlyle Partners VI Cayman Holdings, L.P., 2,259,743 shares held by CEP IV Participations, S.a r.l. SICAR and 1,042,959 shares held by Gamma Holding Company Limited.

2. The Carlyle Group Inc., which is a publicly traded entity 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 shareholder 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.

3. TC Group Cayman Investment Holdings Sub L.P. is also the sole shareholder of CEP IV Managing GP Holdings, Ltd. and the sole member of CAP IV, L.L.C. CEP IV Managing GP Holdings, Ltd. is the general partner of CEP IV Managing GP, L.P., which is the managing general partner of Carlyle Europe Partners IV, L.P., which is the majority shareholder of CEP IV Participations, S.a r.l. SICAR. CAP IV, L.L.C. is the general partner of CAP IV General Partner, L.P., which is the general partner of Carlyle Asia Partners IV, L.P., which is the majority shareholder of Gamma Holding Company Limited.

4. Accordingly, each of these entities may be deemed to share beneficial ownership of the securities held of record by Carlyle Partners VI Cayman Holdings, L.P., CEP IV Participations, S.a r.l. SICAR and Gamma Holding Company Limited. Each of them disclaims beneficial ownership of such securities.

Remarks:

Exhibit 24 - Power of Attorney. Due to the limitations of the electronic filing system, each of The Carlyle Group Inc., Carlyle Holdings II GP L.L.C., Carlyle Holdings II 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. and TC Group VI Cayman, L.P. are filing a separate Form 3.

	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, Authorized Person	08/29/2022
	CEP IV Managing GP Holdings, Ltd., By: /s/ Anat Holtzman, Manager	08/29/2022
	CEP IV Managing GP, L.P., By: CEP IV Managing GP Holdings, Ltd., its general partner, By: /s/ Anat Holtzman, Manager	08/29/2022
	Carlyle Europe Partners IV, L.P., By: CEP IV Managing GP, L.P., its general partner, By: CEP IV Managing GP Holdings, Ltd., its general partner, By: /s/ Anat Holtzman, Manager	08/29/2022
	CEP IV Participations, S.a r.l. SICAR, Represented by Andrew Howlett-Bolton, and William Cagney, as Managers, By: /s/ Andrew Howlett-Bolton, Manager, By: /s/ William Cagney, Manager	08/29/2022
	CAP IV, L.L.C., By: /s/ Kevin Gasque, Authorized Person	08/29/2022
	CAP IV General Partner, L.P., By: CAP IV, L.L.C., its general partner, By: /s/ Kevin Gasque, Authorized Person	08/29/2022
	Carlyle Asia Partners IV, L.P., By: CAP IV General Partner, L.P., its general partner, By: CP IV, L.L.C., its general partner, By: /s/ Kevin Gasque, Authorized Person	08/29/2022
	Gamma Holding Company Limited, By: /s/ Kevin Gasque, Director	08/29/2022
	** Signature of Reporting Person	Date
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