Carlyle Group Management L.L.C. Form 3 CommScope Holding / Group Management L.L.C. Carlyle 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 Group Management L.L.C.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE., N.W. STE 220 S.

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/04/2019

3. Issuer Name and Ticker or Trading Symbol
CommScope Holding Company, Inc. [ COMM ]

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)

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
Series A Convertible Preferred Stock	(1)	(1)	Common Stock	36,363,600	(1)	I	See Footnotes(2)(3)

1. Name and Address of Reporting Person^*

Carlyle Group Management L.L.C.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE., N.W. STE 220 S.

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Carlyle Group L.P.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE., N.W. STE 220 S.

(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., N.W. STE 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., N.W. STE 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., N.W. STE 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., N.W. STE 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., N.W. STE 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., N.W. STE 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., N.W. STE 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., N.W. STE 220 S.

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

Explanation of Responses:

1. The number of shares of common stock of CommScope Holding Company, Inc. (the "Issuer"), having par value of $0.01 per share (the "Common Stock"), 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. Carlyle Partners VII S1 Holdings, L.P. is the record holder of the securities reported herein.

3. Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the sole shareholder of Carlyle Holdings I GP Inc., which is the managing member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which is the sole 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. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Carlyle Partners VII S1 Holdings, L.P.

Remarks:

Exhibit 24 - Power of Attorney

	Carlyle Group Management L.L.C., By: /s/ Anne Frederick, attorney-in-fact, Name: Curtis L. Buser, Title: Chief Financial Officer	04/11/2019
	The Carlyle Group L.P., By: Carlyle Group Management L.L.C., its general partner, By: /s/ Anne Frederick, attorney-in-fact, Name: Curtis L. Buser, Title: Chief Financial Officer	04/11/2019
	Carlyle Holdings I GP Inc., By: The Carlyle Group L.P., its sole shareholder, By: Carlyle Group Management L.L.C., its general partner, By: /s/ Anne Frederick, attorney-in-fact, Name: Curtis L. Buser, Title: Chief Financial Officer	04/11/2019
	Carlyle Holdings I GP Sub L.L.C., By: Carlyle Holdings I GP Inc., its managing member, By: /s/ Anne Frederick, attorney-in-fact, Name: Curtis L. Buser, Title: Chief Financial Officer	04/11/2019
	Carlyle Holdings I L.P., By: /s/ Anne Frederick, attorney-in-fact, Name: Curtis L. Buser, Title: Chief Financial Officer	04/11/2019
	TC Group, L.L.C., By: Carlyle Holdings I L.P., its managing member, By: /s/ Anne Frederick, attorney-in-fact, Name: Curtis L. Buser, Title: Chief Financial Officer	04/11/2019
	TC Group Sub L.P., By: TC Group, L.L.C., its general partner, By: Carlyle Holdings I L.P., its managing member, By: /s/ Anne Frederick, attorney-in-fact, Name: Curtis L. Buser, Title: Chief Financial Officer	04/11/2019
	TC Group VII S1, L.L.C., By: /s/ Jeremy W. Anderson, Name: Jeremy W. Anderson, Title: Authorized Person	04/11/2019
	TC Group VII S1, L.P., By: /s/ Jeremy W. Anderson, Name: Jeremy W. Anderson, Title: Authorized Person	04/11/2019
	Carlyle Partners VII S1 Holdings, L.P., By: TC Group VII S1, L.P., its general partner, By: /s/ Jeremy W. Anderson, Name: Jeremy W. Anderson, Title: Authorized Person	04/11/2019
	** Signature of Reporting Person	Date
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