CG Mgmt LLC_2024.11.15

SC 13D/A 1 cgmgmtllc_20241115x13d.htm SC 13D/A CG Mgmt LLC_2024.11.15_13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 16)*

The Carlyle Group Inc.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

14316J108

(CUSIP Number)

Jeffrey W. Ferguson

General Counsel

The Carlyle Group Inc.

1001 Pennsylvania Avenue, NW

Suite 220 South

Washington, D.C. 20004

(202) 729-5626

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 14, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this

Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.

☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.

See Rule 13d-7 for other parties to whom copies are to be sent.


*	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 disclosures provided in a prior cover page.

The information required on 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. 14316J108	13D	Page 2


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	Source of funds (see instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or place of organization Delaware

Number of shares beneficially owned by each reporting person with:		7	Sole voting power 133,870,020
		8	Shared voting power 0
		9	Sole dispositive power 0
		10	Shared dispositive power 0

11	Aggregate amount beneficially owned by each reporting person 133,870,020
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
13	Percent of class represented by amount in Row (11) 37.4%
14	Type of reporting person (see instructions) OO (Limited Liability Company)


CUSIP No. 14316J108	13D	Page 3

This Amendment No. 16 to Schedule 13D (“Amendment No. 16”) amends and supplements the Schedule 13D originally filed

with the United States Securities and Exchange Commission (“SEC”) on January 10, 2020 and amended on February 25,

2020, May 11, 2020, July 6, 2020, November 17, 2020, January 8, 2021, March 19, 2021, July 13, 2021, July 29, 2021,

August 6, 2021, August 17, 2021, August 31, 2021, November 19, 2021, June 14, 2022, October 6, 2023, and March 5, 2024

(as amended to date, the “Schedule 13D”), relating to the common stock, par value $0.01 per share (the “Common Stock”), of

The Carlyle Group Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the

meaning set forth in the Schedule 13D.

The Reporting Person may be deemed to be the beneficial owner of shares of Common Stock underlying Proxies that it holds.

As of November 14, 2024, the Reporting Person held Proxies with respect to 133,870,020 shares of Common Stock. This

change in the number of shares of Common Stock underlying the Proxies represents a change in the Reporting Person’s

beneficial ownership of 1% or more since the last amendment to the Schedule 13D filed by the Reporting Person and

therefore, the Reporting Person is filing this Amendment No. 16.


Item 5.	Interest in Securities of the Issuer.

Items 5(a)-(b) of the Schedule 13D are hereby amended and restated in their entirety as follows:

(a) – (b)

The following sets forth, as of November 14, 2024, the aggregate number of shares of Common Stock and percentage of

shares of Common Stock beneficially owned by the Reporting Person, as well as the number of shares of Common Stock as

to which the Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole

power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of November 14,

2024, based on 357,681,261 shares of Common Stock outstanding as of November 14, 2024.


Reporting Person	Amount beneficially owned	Percent of class	Sole power to vote or to direct the vote	Shared power to vote or direct the vote	Sole power to dispose or to direct the disposition	Shared power to dispose or to direct the disposition
Carlyle Group Management L.L.C.	133,870,020	37.4%	133,870,020	0	0	0

The Reporting Person directly holds 0 shares of Common Stock and may be deemed to have sole voting power over

133,870,020 shares of Common Stock (including the shares underlying the Proxies).

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: November 15, 2024


CARLYLE GROUP MANAGEMENT L.L.C.

By:		/s/ Jeffrey W. Ferguson
Name:		Jeffrey W. Ferguson
Title:		General Counsel

Amendment: SEC Form SC 13D/A filed by The Carlyle Group Inc.