MKS Instruments (MKSI) Form 4 Change in insider ownership

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

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X

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

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)
05/08/2023

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

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
Common Stock	05/08/2023		S		2,000,000	D	$86.125	6,482,732	I	See footnotes(1)(2)(3)(4)

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

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 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^*

CAP IV General Partner, 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^*

Carlyle Asia Partners IV, 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^*

Gamma Holding Co Ltd

(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 Participations, S.a r.l. SICAR

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

2, AVENUE CHARLES DE GAULLE

(Street)

LUXEMBOURG N4 L-1653

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CEP IV Managing GP, L.P.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP INC.

1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CAP IV, L.L.C.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP INC.

1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

Explanation of Responses:

1. Following the transactions reported herein, includes (i) 3,958,719 shares held by Carlyle Partners VI Cayman Holdings, L.P., (ii) 1,726,956 shares held by CEP IV Participations, S.a r.l. SICAR and (iii) 797,057 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:

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 4.

	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	05/10/2023
	CEP IV Managing GP Holdings, Ltd., By: /s/ Anat Holtzman, Manager	05/10/2023
	CEP IV Managing GP, L.P., By: CEP IV Managing GP Holdings, Ltd., its general partner, By: /s/ Anat Holtzman, Manager	05/10/2023
	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	05/10/2023
	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	05/10/2023
	CAP IV, L.L.C., By: /s/ Chintan Bhatt, Authorized Person	05/10/2023
	CAP IV General Partner, L.P., By: CAP IV, L.L.C., its general partner, By: /s/ Chintan Bhatt, Authorized Person	05/10/2023
	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/ Chintan Bhatt, Authorized Person	05/10/2023
	Gamma Holding Company Limited, By: /s/ Chintan Bhatt, Director	05/10/2023
	** Signature of Reporting Person	Date
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