Carlyle Group Inc. — Director's Dealing 2016

Jun 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Axalta Coating Systems Ltd. (AXTA)
CIK: 0001616862
Period of Report: 2016-05-31

Reporting Person: Carlyle Group Management L.L.C. (10% Owner)
Reporting Person: TC Group Cayman Investment Holdings, L.P. (10% Owner)
Reporting Person: TC Group Cayman Investment Holdings Sub L.P. (10% Owner)
Reporting Person: CEP III Managing GP Holdings, Ltd. (10% Owner)
Reporting Person: CEP III Managing GP, L.P. (10% Owner)
Reporting Person: CEP III Participations, S.a.r.l. SICAR (10% Owner)
Reporting Person: Carlyle Group L.P. (10% Owner)
Reporting Person: Carlyle Holdings II GP L.L.C. (10% Owner)
Reporting Person: Carlyle Holdings II L.P. (10% Owner)
Reporting Person: Carlyle Europe Partners III, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-31	Common Shares	S	25000000	$27.93	Disposed	44811996	Indirect

Footnotes

F1: Following the reported transactions, includes: 9,535,809 shares held by Carlyle Partners V SA1 Cayman, L.P. ("CPV SA1"), 8,597,258 shares held by Carlyle Partners V SA2 Cayman, L.P. ("CPV SA2"), 8,823,128 shares held by Carlyle Partners V SA3 Cayman, L.P. ("CPV SA3"), 552,780 shares held by Carlyle Partners V-A Cayman, L.P. ("CPV-A"), 1,047,326 shares held by CP V Coinvestment A Cayman, L.P. ("CPV Coinvest A"), 125,735 shares held by CP V Coinvestment B Cayman, L.P. ("CPV Coinvest B"), 5,698,506 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 10,431,454 shares held by CEP III Participations, S.a r.l. SICAR ("CEP III" and, together with the Carlyle Cayman Shareholders, the "Carlyle Shareholders").

F2: 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.