TC Group Cayman Investment Holdings Sub Form 3 BLYTH / Holdings II GP 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. SUITE 220 S.

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/13/2015

3. Issuer Name and Ticker or Trading Symbol
BLYTH INC [ BTH ]

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	12,193,935.9	I	See footnote(1)

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 Group Management L.L.C.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE. N.W. SUITE 220 S.

(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

(CAYMAN) LIMITED, 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

(CAYMAN) LIMITED, 190 ELGIN AVENUE,

(Street)

GEORGE TOWN, GRAND CAYMAN, E9 KY1-9005

(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. NW, SUITE 220 S.

(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 S.

(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 S.

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

Explanation of Responses:

1. The shares of common stock are held by CB Shine Merger Sub, Inc. 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 managing member of Carlyle Equity Opportunity GP, L.L.C., which is the general partner of Carlyle Equity Opportunity GP, L.P., which is the general partner of Carlyle U.S. Equity Opportunity Fund, L.P., which is the managing member of CB Shine Holdings, LLC, which is the sole shareholder of CB Shine Merger Sub, Inc.

Remarks:

Due to the limitations of the electronic filing system, each of Carlyle Equity Opportunity GP, L.L.C., Carlyle Equity Opportunity GP, L.P., Carlyle U.S. Equity Opportunity Fund, L.P., CB Shine Holdings, LLC and CB Shine Merger Sub, Inc. are filing a separate Form 3. Exhibit List Exhibit 24 - Power of Attorney

	Carlyle Group Management L.L.C. By: /s/ Andrea Pekala, attorney-in-fact	10/22/2015
	The Carlyle Group L.P. By: Carlyle Group Management L.L.C., its general partner By: /s/ Andrea Pekala, attorney-in-fact	10/22/2015
	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/ Andrea Pekala, attorney-in-fact	10/22/2015
	Carlyle Holdings II L.P. By: /s/ Andrea Pekala, attorney-in-fact	10/22/2015
	TC Group Cayman Investment Holdings, L.P. By: Carlyle Holdings II L.P., its general partner By: /s/ Andrea Pekala, attorney-in-fact	10/22/2015
	TC Group Cayman Investment Holdings Sub L.P. By: TC Group Cayman Investment Holdings, L.P., its general partner By: Carlyle Holdings II L.P., its general partner By: /s/ Andrea Pekala, attorney-in-fact	10/22/2015
	** Signature of Reporting Person	Date
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