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 |
5 | 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 |
5 | 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 |
5 | 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 |
5 | 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 |
5 | 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 |
5 | 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 |
5 | 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 |
5 | 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 |
5 | 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 |
5 | 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 | Amount beneficially owned |
Percent of class: |
Sole power to vote or to direct the vote: |
Shared power to vote or to direct the vote: |
Sole of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
| 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. | |