Carlyle Holdings II L.L.C. Form 4 Axalta Coating Systems / III Participations, S.a.r.l. SICAR CEP ownership change

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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OMB Number:	3235-0287
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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 Group Management L.L.C.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP, 1001

PENNSYLVANIA AVE. NW, SUITE 220 SOUTH

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Axalta Coating Systems Ltd. [ AXTA ]

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)
08/02/2016

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 Shares	08/02/2016		S		41,621,996	D	$28.13	0	I	See footnotes(1)(2)

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 Group Management L.L.C.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP, 1001

PENNSYLVANIA AVE. NW, SUITE 220 SOUTH

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TC Group Cayman Investment Holdings, L.P.

(Last) (First) (Middle)

C/O INTERTRUST CORPORATE SERVICES,

190 ELGIN AVENUE

(Street)

GEORGE TOWN, GRAND CAYMAN E9 KY1-9005

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TC Group Cayman Investment Holdings Sub L.P.

(Last) (First) (Middle)

C/O INTERTRUST CORPORATE SERVICES

190 ELGIN AVENUE

(Street)

GEORGE TOWN, GRAND CAYMAN E9 KY1-9005

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CEP III Managing GP Holdings, Ltd.

(Last) (First) (Middle)

C/O INTERTRUST CORPORATE SERVICES

190 ELGIN AVENUE

(Street)

GEORGE TOWN, GRAND CAYMAN E9 KY1-9005

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CEP III Managing GP, L.P.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

50 LOTHIAN RD., FESTIVAL SQUARE

(Street)

EDINBURGH X0 EH3 9WJ

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

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

(Last) (First) (Middle)

2, AVENUE CHARLES DE GAULLE

(Street)

LUXEMBOURG N4 L -1653

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Carlyle Group L.P.

(Last) (First) (Middle)

1001 PENNSYLVANIA AVE. NW,

SUITE 220 SOUTH

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Carlyle Holdings II GP L.L.C.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP, 1001

PENNSYLVANIA AVE. NW, SUITE 220 SOUTH

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Carlyle Holdings II L.P.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP, 1001

PENNSYLVANIA AVE. NW, SUITE 220 SOUTH

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Carlyle Europe Partners III, L.P.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

PENNSYLVANIA AVE. NW, SUITE 220 SOUTH

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

Explanation of Responses:

1. Prior to the reported transactions, includes: 8,856,991 shares held by Carlyle Partners V SA1 Cayman, L.P. ("CPV SA1"), 7,985,251 shares held by Carlyle Partners V SA2 Cayman, L.P. ("CPV SA2"), 8,195,042 shares held by Carlyle Partners V SA3 Cayman, L.P. ("CPV SA3"), 513,430 shares held by Carlyle Partners V-A Cayman, L.P. ("CPV-A"), 972,771 shares held by CP V Coinvestment A Cayman, L.P. ("CPV Coinvest A"), 116,784 shares held by CP V Coinvestment B Cayman, L.P. ("CPV Coinvest B"), 5,292,850 shares held by Carlyle Coatings Partners, L.P. ("CCP" and, together with CPV SA1, CPV SA2, CPV SA3, CPV-A, CPV Coinvest A and CPV Coinvest B, the "Carlyle Cayman Shareholders") and 9,688,877 shares held by CEP III Participations, S.a r.l. SICAR ("CEP III" and, together with the Carlyle Cayman Shareholders, the "Carlyle Shareholders").

2. 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 managing member of Carlyle Holdings II GP L.L.C., which is the general partner of Carlyle Holdings II L.P., 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 CP V General Partner, L.L.C. and the sole shareholder of CEP III Managing GP Holdings, Ltd. CP V General Partner, L.L.C. is the general partner of TC Group V Cayman, L.P., which is the general partner of each of the Carlyle Cayman Shareholders. CEP III Managing GP Holdings, Ltd. is the general partner of CEP III Managing GP, L.P., which is the general partner of Carlyle Europe Partners III, L.P., which is the sole shareholder of CEP III.

Remarks:

Due to the limitations of the electronic filing system, each of CP V General Partner, L.L.C., TC Group V Cayman, L.P., Carlyle Partners V SA1 Cayman, L.P., Carlyle Partners V SA2 Cayman, L.P., Carlyle Partners V SA3 Cayman, L.P., Carlyle Partners V-A Cayman, L.P., CP V Coinvestment A Cayman, L.P., CP V Coinvestment B Cayman, L.P., Carlyle Coatings Partners, L.P. are filing a separate Form 4.

	Carlyle Group Management L.L.C., By: /s/ Daniel A. D'Aniello, Chairman	08/04/2016
	The Carlyle Group L.P., By: Carlyle Group Management L.L.C., its general partner, By: /s/ Daniel A. D'Aniello, Chairman	08/04/2016
	Carlyle Holdings II GP L.L.C., By: The Carlyle Group L.P., its managing member, By: Carlyle Group Management L.L.C., its general partner, By: /s/ Daniel A. D'Aniello, Chairman	08/04/2016
	Carlyle Holdings II L.P., By: /s/ Daniel A. D'Aniello, Chairman	08/04/2016
	TC Group Cayman Investment Holdings, L.P., By: Carlyle Holdings II, L.P., its general partner, By: /s/ Daniel A. D'Aniello, Chairman	08/04/2016
	TC Group Cayman Investment Holdings Sub L.P., By: TC Group Cayman Invesment Holdings, L.P., its general partner, By: Carlyle Holdings II, L.P., its general partner, By: /s/ Daniel A. D'Aniello, Chairman	08/04/2016
	CEP III Managing GP Holdings, Ltd., By: /s/ David Pearson	08/04/2016
	CEP III Managing GP, L.P., By: David Pearson for and on behalf of CEP III Managing GP Holdings, Ltd., By: /s/ David Pearson	08/04/2016
	Carlyle Europe Partners III, L.P., By: David Pearson for and on behalf of CEP III Managing GP Holdings, Ltd., as general partner of CEP III Managing GP,L.P., as GP of Carlyle Europe Partners III, L.P., By: /s/ David Pearson	08/04/2016
	CEP III Participations, S.a r.l. SICAR, Represented by Andrew Howlett-Bolton, as Manager and authorized representative of CEP III Managing GP Holdings, Ltd., Manager, By: /s/ Andrew Howlett-Bolton	08/04/2016
	** Signature of Reporting Person	Date
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