Large owner Cp Circle Ml Holdco Gp, Llc sold $1,070,339,440 worth of shares (26,105,840 units at $41.00) and disposed of 2,113,483 shares (SEC Form 4)
$MDLN
Medical/Dental Instruments
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Medline Inc. [ MDLN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/10/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 03/10/2026 | S | 26,105,840(1) | D | $41 | 127,567,724 | I | See footnotes(2)(3)(4) | ||
| Class A Common Stock | 03/10/2026 | J | 2,113,483(5) | D | (5) | 125,454,241 | I | See footnotes(2)(3)(6) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Represents the following shares of the Issuer's Class A common stock ("Class A Common Stock") sold: (i) 2,020,349 shares of Class A Common Stock held by Carlyle Mozart Coinvestment UNLV Holdco, L.P., (ii) 2,014,853 shares of Class A Common Stock held by CP Circle UNLV Holdco, L.P., (iii) 109,901 shares of Class A Common Stock held by CPEP Circle Holdings L.P., (iv) 2,311,623 shares of Class A Common Stock held by CP Circle ML-7 Holdco, L.P., (v) 319,841 shares of Class A Common Stock held by CP Circle ML-6 Holdco, L.P., (vi) 867,032 shares of Class A Common Stock held by CP Circle ML-5 Holdco, L.P., (vii) 3,493,666 shares of Class A Common Stock held by CP Circle ML-4 Holdco, L.P., (viii) 7,650,365 shares of Class A Common Stock held by CP Circle ML-3 Holdco, L.P., (ix) 35,180 shares of Class A Common Stock held by CP Circle ML-2 Holdco, L.P. and (x) 7,283,030 shares of Class A Common Stock held by CP Circle ML-1 Holdco, L.P. |
| 2. The Carlyle Group Inc., a publicly traded company listed on Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities managed by TC Group VII S1, L.P. and CPEP GP, LLC, is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the managing member of TC Group VII S1, L.L.C., which is the general partner of TC Group VII S1, L.P., which is the general partner of each of Carlyle Mozart Coinvestment Holdings, L.P., Carlyle Mozart Coinvestment UNLV Holdco, L.P. and CP Circle UNLV Holdco, L.P. CG Subsidiary Holdings L.L.C. is also the managing member of CPEP GP, LLC, which is the general partner of CPEP Circle Holdings L.P. |
| 3. The Carlyle Group Inc. is also 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 managed by TC Group VII, L.P., 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 VII, L.L.C., which is the general partner of TC Group VII, L.P., which is the managing member of CP Circle ML Holdco GP, LLC, which is the general partner of each of CP Circle ML-7 Holdco, L.P., CP Circle ML-6 Holdco, L.P., CP Circle ML-5 Holdco, L.P., CP Circle ML-4 Holdco, L.P., CP Circle ML-3 Holdco, L.P. and CP Circle ML-2 Holdco, L.P. TC Group VII, L.P. is also the managing member of CP Circle ML-1 Holdco GP, LLC, which is the general partner of CP Circle ML-1 Holdco, L.P. |
| 4. Following the sales reported herein, reflects (i) 16,125,094 shares of Class A Common Stock held by Carlyle Mozart Coinvestment Holdings, L.P., (ii) 13,394,165 shares of Class A Common Stock held by Carlyle Mozart Coinvestment UNLV Holdco, L.P., (iii) 2,615 shares of Class A Common Stock held by CP Circle UNLV Holdco, L.P., (iv) 728,604 shares of Class A Common Stock held by CPEP Circle Holdings L.P., (v) 15,325,210 shares of Class A Common Stock held by CP Circle ML-7 Holdco, L.P., (vi) 2,120,434 shares of Class A Common Stock held by CP Circle ML-6 Holdco, L.P., (vii) 5,748,101 shares of Class A Common Stock held by CP Circle ML-5 Holdco, L.P., (viii) 23,161,715 shares of Class A Common Stock held by CP Circle ML-4 Holdco, L.P., (ix) 50,719,101 shares of Class A Common Stock held by CP Circle ML-3 Holdco, L.P., (x) 233,231 shares of Class A Common Stock held by CP Circle ML-2 Holdco, L.P. and (xi) 9,454 shares of Class A Common Stock held by CP Circle ML-1 Holdco, L.P. |
| 5. Represents a pro-rata distribution for no consideration by Carlyle Mozart Coinvestment Holdings, L.P. to its limited partner. Pursuant to the terms of a lock-up agreement, the limited partner is bound to certain restrictions on the shares distributed, as set forth therein. |
| 6. Following the distribution reported herein, reflects (i) 14,011,611 shares of Class A Common Stock held by Carlyle Mozart Coinvestment Holdings, L.P., (ii) 13,394,165 shares of Class A Common Stock held by Carlyle Mozart Coinvestment UNLV Holdco, L.P., (iii) 2,615 shares of Class A Common Stock held by CP Circle UNLV Holdco, L.P., (iv) 728,604 shares of Class A Common Stock held by CPEP Circle Holdings L.P., (v) 15,325,210 shares of Class A Common Stock held by CP Circle ML-7 Holdco, L.P., (vi) 2,120,434 shares of Class A Common Stock held by CP Circle ML-6 Holdco, L.P., (vii) 5,748,101 shares of Class A Common Stock held by CP Circle ML-5 Holdco, L.P., (viii) 23,161,715 shares of Class A Common Stock held by CP Circle ML-4 Holdco, L.P., (ix) 50,719,101 shares of Class A Common Stock held by CP Circle ML-3 Holdco, L.P., (x) 233,231 shares of Class A Common Stock held by CP Circle ML-2 Holdco, L.P. and (xi) 9,454 shares of Class A Common Stock held by CP Circle ML-1 Holdco, L.P. |
| Remarks: |
| Due to the limitations of the electronic filing system, The Carlyle Group Inc., Carlyle Holdings I GP Inc., Carlyle Holdings I GP Sub L.L.C., Carlyle Holdings I L.P., TC Group, L.L.C., TC Group Sub L.P., TC Group VII S1, L.L.C., TC Group VII S1, L.P., Carlyle Mozart Coinvestment Holdings, L.P., Carlyle Mozart Coinvestment UNLV Holdco, L.P., CP Circle UNLV Holdco, L.P., CPEP GP, LLC, CPEP Circle Holdings L.P., Carlyle Holdings II GP L.L.C., Carlyle Holdings II L.L.C., TC Group Cayman Investment Holdings, L.P., TC Group Cayman Investment Holdings Sub L.P., TC Group VII, L.L.C. and TC Group VII, L.P. are filing a separate Form 4. |
| CP Circle ML Holdco GP, LLC, By: /s/ Jeremy Anderson, Vice President | 03/12/2026 | |
| CP Circle ML-1 Holdco GP, LLC, By: /s/ Jeremy Anderson, Vice President | 03/12/2026 | |
| CP Circle ML-1 Holdco, L.P., By: CP Circle ML-1 Holdco GP, LLC, its general partner, By: /s/ Jeremy Anderson, Vice President | 03/12/2026 | |
| CP Circle ML-2 Holdco, L.P., By: CP Circle ML Holdco GP, LLC, its general partner, By: /s/ Jeremy Anderson, Vice President | 03/12/2026 | |
| CP Circle ML-3 Holdco, L.P., By: CP Circle ML Holdco GP, LLC, its general partner, By: /s/ Jeremy Anderson, Vice President | 03/12/2026 | |
| CP Circle ML-4 Holdco, L.P., By: CP Circle ML Holdco GP, LLC, its general partner, By: /s/ Jeremy Anderson, Vice President | 03/12/2026 | |
| CP Circle ML-5 Holdco, L.P., By: CP Circle ML Holdco GP, LLC, its general partner, By: /s/ Jeremy Anderson, Vice President | 03/12/2026 | |
| CP Circle ML-6 Holdco, L.P., By: CP Circle ML Holdco GP, LLC, its general partner, By: /s/ Jeremy Anderson, Vice President | 03/12/2026 | |
| CP Circle ML-7 Holdco, L.P., By: CP Circle ML Holdco GP, LLC, its general partner, By: /s/ Jeremy Anderson, Vice President | 03/12/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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. | ||