Carlyle Partners VI D/A $11.98B in investment fund / Limited Partnership Interests, sold $11.98B, 353 investors

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:	3235-0076
Estimated average burden
hours per response:	4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001549811

	Corporation
X	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Carlyle Partners VI, L.P.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2012
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Carlyle Partners VI, L.P.
Street Address 1		Street Address 2
1001 PENNSYLVANIA AVENUE, N.W.		SUITE 220 SOUTH
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
WASHINGTON	DISTRICT OF COLUMBIA	20004	202-347-2626

3. Related Persons

Last Name	First Name	Middle Name
TC Group VI, L.P.	N/A
Street Address 1	Street Address 2
1001 Pennsylvania Avenue, N.W.	Suite 220 South
City	State/Province/Country	ZIP/PostalCode
Washington	DISTRICT OF COLUMBIA	20004

Relationship: Executive Officer Director X Promoter

Clarification of Response (if Necessary):

The General Partner (the "GP") of the Issuer

Last Name	First Name	Middle Name
TC Group VI, L.L.C.	N/A
Street Address 1	Street Address 2
1001 Pennsylvania Avenue, N.W.	Suite 220 South
City	State/Province/Country	ZIP/PostalCode
Washington	DISTRICT OF COLUMBIA	20004

Relationship: Executive Officer Director X Promoter

Clarification of Response (if Necessary):

The General Partner of the GP of the Issuer

Last Name	First Name	Middle Name
Conway, Jr.	William	E.
Street Address 1	Street Address 2
1001 Pennsylvania Avenue, N.W.	Suite 220 South
City	State/Province/Country	ZIP/PostalCode
Washington	DISTRICT OF COLUMBIA	20004

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Managing Director of the General Partner of the GP

Last Name	First Name	Middle Name
D'Aniello	Daniel	A.
Street Address 1	Street Address 2
1001 Pennsylvania Avenue, N.W.	Suite 220 South
City	State/Province/Country	ZIP/PostalCode
Washington	DISTRICT OF COLUMBIA	20004

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Managing Director of the General Partner of the GP

Last Name	First Name	Middle Name
Mayrhofer	Thomas	B.
Street Address 1	Street Address 2
1001 Pennsylvania Avenue, N.W.	Suite 220 South
City	State/Province/Country	ZIP/PostalCode
Washington	DISTRICT OF COLUMBIA	20004

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Managing Director of the General Partner of the GP

Last Name	First Name	Middle Name
Pearson	David	B.
Street Address 1	Street Address 2
1001 Pennsylvania Avenue, N.W.	Suite 220 South
City	State/Province/Country	ZIP/PostalCode
Washington	DISTRICT OF COLUMBIA	20004

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Managing Director of the General Partner of the GP

Last Name	First Name	Middle Name
Rubenstein	David	M.
Street Address 1	Street Address 2
1001 Pennsylvania Avenue, N.W.	Suite 220 South
City	State/Province/Country	ZIP/PostalCode
Washington	DISTRICT OF COLUMBIA	20004

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Managing Director of the General Partner of the GP

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

X

Pooled Investment Fund

	Hedge Fund
X	Private Equity Fund
	Venture Capital Fund
	Other Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes X No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

Health Care

Biotechnology

Health Insurance

Hospitals & Physicians

Pharmaceuticals

Other Health Care

Manufacturing

Real Estate

Commercial

Construction

REITS & Finance

Residential

Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
		Rule 505
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

X Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)  

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

X Section 3(c)(7)

7. Type of Filing

	New Notice	Date of First Sale	2012-05-22	First Sale Yet to Occur
X	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? X Yes No

9. Type(s) of Securities Offered (select all that apply)

Equity	X	Pooled Investment Fund Interests
Debt		Tenant-in-Common Securities
Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	X	Other (describe)
	Limited Partnership Interests

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
TCG Securities, L.L.C.	154788
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
TCG Securities, L.L.C.	154788
Street Address 1	Street Address 2
1001 Pennsylvania Avenue, NW	Suite 220 South
City	State/Province/Country	ZIP/Postal Code
Washington	DISTRICT OF COLUMBIA	20004-2505
State(s) of Solicitation (select all that apply) Check “All States” or check individual States X All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
Moneda International Inc.	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
Av. Isidora Goyenechea 3621	8th Floor
City	State/Province/Country	ZIP/Postal Code
Las Condes - Santiago	CHILE	00000
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number None
Avalon Wealth Management LLC	162745
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Avalon Wealth Management LLC	162745
Street Address 1	Street Address 2
717 Texas Avenue, Suite 3000
City	State/Province/Country	ZIP/Postal Code
Houston	TEXAS	77002
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
FLORIDA OHIO TEXAS

Recipient	Recipient CRD Number X None
Banco Itau (Suisse) SA	None
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Itau Europa Securities Inc.	144769
Street Address 1	Street Address 2
Blercheweg 30, Ch 8002
City	State/Province/Country	ZIP/Postal Code
Zurich	SWITZERLAND	00000
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
UBS AG Jersey Branch	None
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
UBS Securities LLC	7654
Street Address 1	Street Address 2
1285 Avenue of the Americas
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10019
State(s) of Solicitation (select all that apply) Check “All States” or check individual States X All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
Barclays Saudi Arabia	None
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Barclays Capital Inc.	19714
Street Address 1	Street Address 2
745 7th Avenue
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10019
State(s) of Solicitation (select all that apply) Check “All States” or check individual States X All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
Financial Management Enterprises	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
Weaver Center, 5th Floor	Clemenceau Street
City	State/Province/Country	ZIP/Postal Code
Beirut	LEBANON	00000
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
Itau Europa International	None
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Itau Europa Securities Inc.	144769
Street Address 1	Street Address 2
200 South Biscayne Boulevard	Suite 2200
City	State/Province/Country	ZIP/Postal Code
Miami	FLORIDA	33131
State(s) of Solicitation (select all that apply) Check “All States” or check individual States X All States	X Foreign/non-US

Recipient	Recipient CRD Number X None
Alejandro Probert	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
Priv. Estrada 123 Col. Los Trevino
City	State/Province/Country	ZIP/Postal Code
Santa Catarina, N.L. C.P.	MEXICO	66150
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

Recipient	Recipient CRD Number None
Commerce Street Capital, LLC	143797
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Commerce Street Capital, LLC	143797
Street Address 1	Street Address 2
1445 Ross Avenue	Suite 2700
City	State/Province/Country	ZIP/Postal Code
Dallas	TEXAS	75202
State(s) of Solicitation (select all that apply) Check “All States” or check individual States X All States	Foreign/non-US

Recipient	Recipient CRD Number None
Morgan Stanley Smith Barney LLC	149777
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
Morgan Stanley Smith Barney LLC	149777
Street Address 1	Street Address 2
2000 Westchester Avenue
City	State/Province/Country	ZIP/Postal Code
Purchase	NEW YORK	10577-2530
State(s) of Solicitation (select all that apply) Check “All States” or check individual States X All States	Foreign/non-US

Recipient	Recipient CRD Number X None
Danoher Associates PTY	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
Unit 6a, 1st Floor, No 3 Melrose Blvd	Melrose Arch, Melrose North
City	State/Province/Country	ZIP/Postal Code
Johannesburg	SOUTH AFRICA	2196
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$11,980,000,000	USD	or Indefinite
Total Amount Sold	$11,980,000,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

353

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$2,927,160	USD	Estimate
Finders' Fees	$5,070,350	USD	Estimate

Clarification of Response (if Necessary):

The fee was paid in connection with sales made inside/outside the US. Also, certain employees of an affiliate of the GP ("Carlyle") receive compensation in part based on the capital raised; such compensation is borne by Carlyle, not the Fund's investors.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Regulation D for one of the reasons stated in Rule 505(b)(2)(iii) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Carlyle Partners VI, L.P.	/s/ David B. Pearson	David B. Pearson	Managing Director of the General Partner of the GP	2014-01-30

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.