Carlyle Group Inc. — Major Shareholding Notification 2021

Feb 12, 2021

SC 13G 1 d129288dsc13g.htm SC 13G SC 13G

United States

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

PPD, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

69355F102

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 63955F102 Schedule 13G Page 1 of 16

1	Names of Reporting Persons The Carlyle Group Inc.
2	Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of
Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 0
6	Shared Voting Power 55,722,733
7	Sole Dispositive Power 0
8	Shared Dispositive Power 55,722,733

9	Aggregate Amount Beneficially Owned by Each Reporting Person 55,722,733
10	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not
Applicable
11	Percent of
Class Represented by Amount in Row 9 15.9%
12	Type of Reporting
Person CO

CUSIP No. 63955F102 Schedule 13G Page 2 of 16

1	Names of Reporting Persons Carlyle Group Management L.L.C.
2	Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of
Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 0
6	Shared Voting Power 55,722,733
7	Sole Dispositive Power 0
8	Shared Dispositive Power 55,722,733

9	Aggregate Amount Beneficially Owned by Each Reporting Person 55,722,733
10	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not
Applicable
11	Percent of
Class Represented by Amount in Row 9 15.9%
12	Type of Reporting
Person OO (Limited Liability Company)

CUSIP No. 63955F102 Schedule 13G Page 3 of 16

1	Names of Reporting Persons Carlyle Holdings II GP L.L.C.
2	Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of
Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 0
6	Shared Voting Power 55,722,733
7	Sole Dispositive Power 0
8	Shared Dispositive Power 55,722,733

9	Aggregate Amount Beneficially Owned by Each Reporting Person 55,722,733
10	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not
Applicable
11	Percent of
Class Represented by Amount in Row 9 15.9%
12	Type of Reporting
Person OO (Limited Liability Company)

CUSIP No. 63955F102 Schedule 13G Page 4 of 16

1	Names of Reporting Persons Carlyle Holdings II L.L.C.
2	Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of
Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 0
6	Shared Voting Power 55,722,733
7	Sole Dispositive Power 0
8	Shared Dispositive Power 55,722,733

9	Aggregate Amount Beneficially Owned by Each Reporting Person 55,722,733
10	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not
Applicable
11	Percent of
Class Represented by Amount in Row 9 15.9%
12	Type of Reporting
Person OO (Limited Liability Company)

CUSIP No. 63955F102 Schedule 13G Page 5 of 16

1	Names of Reporting Persons CG Subsidiary Holdings L.L.C.
2	Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of
Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 0
6	Shared Voting Power 55,722,733
7	Sole Dispositive Power 0
8	Shared Dispositive Power 55,722,733

9	Aggregate Amount Beneficially Owned by Each Reporting Person 55,722,733
10	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not
Applicable
11	Percent of
Class Represented by Amount in Row 9 15.9%
12	Type of Reporting
Person OO (Limited Liability Company)

CUSIP No. 63955F102 Schedule 13G Page 6 of 16

1	Names of Reporting Persons TC Group Cayman Investment Holdings, L.P.
2	Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of
Organization Cayman
Islands

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 0
6	Shared Voting Power 55,722,733
7	Sole Dispositive Power 0
8	Shared Dispositive Power 55,722,733

9	Aggregate Amount Beneficially Owned by Each Reporting Person 55,722,733
10	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not
Applicable
11	Percent of
Class Represented by Amount in Row 9 15.9%
12	Type of Reporting
Person PN

CUSIP No. 63955F102 Schedule 13G Page 7 of 16

1	Names of Reporting Persons TC Group Cayman Investment Holdings Sub L.P.
2	Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of
Organization Cayman
Islands

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 0
6	Shared Voting Power 55,722,733
7	Sole Dispositive Power 0
8	Shared Dispositive Power 55,722,733

9	Aggregate Amount Beneficially Owned by Each Reporting Person 55,722,733
10	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not
Applicable
11	Percent of
Class Represented by Amount in Row 9 15.9%
12	Type of Reporting
Person PN

CUSIP No. 63955F102 Schedule 13G Page 8 of 16

1	Names of Reporting Persons TC Group VI, L.L.C.
2	Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of
Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 0
6	Shared Voting Power 55,722,733
7	Sole Dispositive Power 0
8	Shared Dispositive Power 55,722,733

9	Aggregate Amount Beneficially Owned by Each Reporting Person 55,722,733
10	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not
Applicable
11	Percent of
Class Represented by Amount in Row 9 15.9%
12	Type of Reporting
Person OO (Limited Liability Company)

CUSIP No. 63955F102 Schedule 13G Page 9 of 16

1	Names of Reporting Persons TC Group VI, L.P.
2	Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of
Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 0
6	Shared Voting Power 55,722,733
7	Sole Dispositive Power 0
8	Shared Dispositive Power 55,722,733

9	Aggregate Amount Beneficially Owned by Each Reporting Person 55,722,733
10	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not
Applicable
11	Percent of
Class Represented by Amount in Row 9 15.9%
12	Type of Reporting
Person PN

CUSIP No. 63955F102 Schedule 13G Page 10 of 16

1	Names of Reporting Persons Carlyle Partners VI Holdings II, L.P.
2	Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of
Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 0
6	Shared Voting Power 55,722,733
7	Sole Dispositive Power 0
8	Shared Dispositive Power 55,722,733

9	Aggregate Amount Beneficially Owned by Each Reporting Person 55,722,733
10	Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not
Applicable
11	Percent of
Class Represented by Amount in Row 9 15.9%
12	Type of Reporting
Person PN

CUSIP No. 63955F102 Schedule 13G Page 11 of 16

ITEM 1. (a) Name of Issuer:

PPD, Inc. (the “Issuer”)

(b) Address of Issuer’s Principal Executive Offices:

929 North Front Street

Wilmington, NC 28401

ITEM 2. (a) Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

Carlyle Group Management L.L.C.

The Carlyle Group Inc.

Carlyle Holdings II GP L.L.C.

Carlyle Holdings II L.L.C.

CG Subsidiary Holdings L.L.C.

TC Group Cayman Investment Holdings, L.P.

TC Group Cayman Investment Holdings Sub L.P.

TC Group VI, L.L.C.

TC Group VI, L.P.

Carlyle Partners VI Holdings II, L.P.

(b) Address or Principal Business Office:

The address for each of TC Group Cayman Investment Holdings, L.P. and TC Group Cayman Investment Holdings Sub L.P. is c/o Walkers, Cayman Corporate Center, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands. The address for each of the remaining Reporting Persons is c/o The Carlyle Group Inc., 1001 Pennsylvania Avenue NW, Suite 220 South, Washington, D.C. 20004-2505.

(c) Citizenship of each Reporting Person is:

Each of TC Group Cayman Investment Holdings, L.P. and TC Group Cayman Investment Holdings Sub L.P. is organized under the laws of the Cayman Islands. Each of the remaining Reporting Persons is organized under the laws of the state of Delaware.

(d) Title of Class of Securities:

Common stock, par value $0.01 per share (“Common Stock”).

CUSIP No. 63955F102 Schedule 13G Page 12 of 16

(e) CUSIP Number:

63955F102

ITEM 3.

Not applicable.

ITEM 4. Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2020, based upon 349,654,449 shares of Common Stock outstanding as of October 26, 2020, based on the quarterly report on Form 10-Q filed with the Securities and Exchange Commission on October 28, 2020.

Reporting Person — Carlyle Group Management L.L.C.	55,722,733	15.9 %	0	55,722,733	0	55,722,733
The Carlyle Group Inc.	55,722,733	15.9 %	0	55,722,733	0	55,722,733
Carlyle Holdings II GP L.L.C.	55,722,733	15.9 %	0	55,722,733	0	55,722,733
Carlyle Holdings II L.L.C.	55,722,733	15.9 %	0	55,722,733	0	55,722,733
CG Subsidiary Holdings L.L.C.	55,722,733	15.9 %	0	55,722,733	0	55,722,733
TC Group Cayman Investment Holdings, L.P.	55,722,733	15.9 %	0	55,722,733	0	55,722,733
TC Group Cayman Investment Holdings Sub L.P.	55,722,733	15.9 %	0	55,722,733	0	55,722,733
TC Group VI, L.L.C.	55,722,733	15.9 %	0	55,722,733	0	55,722,733
TC Group VI, L.P.	55,722,733	15.9 %	0	55,722,733	0	55,722,733
Carlyle Partners VI Holdings II, L.P.	55,722,733	15.9 %	0	55,722,733	0	55,722,733

Carlyle Partners VI Holdings II, L.P., is the record holder of the shares of Common Stock reported herein.

Carlyle Group Management L.L.C. holds an irrevocable proxy to vote a majority of the shares of The Carlyle Group Inc., a publicly traded company listed on Nasdaq. The Carlyle Group Inc. is the sole member of Carlyle Holdings II GP L.L.C., which is the managing member of Carlyle Holdings II L.L.C., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., 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 TC Group VI, L.L.C., which is the general partner of TC Group VI, L.P., which is the general partner of Carlyle Partners VI Holdings II, L.P. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Carlyle Partners VI Holdings II, L.P.

CUSIP No. 63955F102 Schedule 13G Page 13 of 16

ITEM 5. Ownership of Five Percent or Less of a Class.

Not applicable.

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

ITEM 8. Identification and Classification of Members of the Group.

Not applicable.

ITEM 9. Notice of Dissolution of Group.

Not applicable.

ITEM 10. Certification.

Not applicable.

CUSIP No. 63955F102 Schedule 13G Page 14 of 16

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date : February 12, 2021

Carlyle Group Management L.L.C.
By:	/s/ Anne Frederick, attorney-in-fact
Name:	Curtis L. Buser
Title:	Chief Financial Officer
The Carlyle Group Inc.
By:	/s/ Anne Frederick, attorney-in-fact
Name:	Curtis L. Buser
Title:	Managing Director and Chief Financial Officer
Carlyle Holdings II GP L.L.C.
By:	The Carlyle Group Inc., its sole member
By:	/s/ Anne Frederick, attorney-in-fact
Name:	Curtis L. Buser
Title:	Managing Director and Chief Financial Officer
Carlyle Holdings II L.L.C.
By:	/s/ Anne Frederick, attorney-in-fact
Name:	Curtis L. Buser
Title:	Managing Director
CG Subsidiary Holdings L.L.C.
By:	/s/ Anne Frederick, attorney-in-fact
Name:	Curtis L. Buser
Title:	Managing Director
TC Group Cayman Investment Holdings, L.P.
By:	CG Subsidiary Holdings L.L.C., its general partner
By:	/s/ Anne Frederick, attorney-in-fact
Name:	Curtis L. Buser
Title:	Managing Director

CUSIP No. 63955F102 Schedule 13G Page 15 of 16

TC Group Cayman Investment Holdings Sub L.P.
By: TC Group Cayman Investment Holdings, L.P., its general partner
By: CG Subsidiary Holdings L.L.C., its general partner
By:	/s/ Anne Frederick, attorney-in-fact
Name:	Curtis L. Buser
Title:	Managing Director
TC Group VI, L.L.C.
By:	/s/ Jeremy W. Anderson
Name:	Jeremy W. Anderson
Title:	Authorized Person
TC Group VI, L.P.
By:	/s/ Jeremy W. Anderson
Name:	Jeremy W. Anderson
Title:	Authorized Person
Carlyle Partners VI Holdings II, L.P.
By: TC Group VI, L.P., its general partner
By:	/s/ Jeremy W. Anderson
Name:	Jeremy W. Anderson
Title:	Authorized Person

CUSIP No. 63955F102 Schedule 13G Page 16 of 16

LIST OF EXHIBITS

Exhibit No.	Description
24	Power of Attorney.
99	Joint Filing Agreement.