Delaware
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45-2832612
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
¨
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Title of securities
to be registered
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Amount
to be
registered (1)
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Proposed
maximum
offering price
per Unit (2)
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Proposed
maximum
aggregate
offering price (2)
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Amount of
registration fee
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Common Units Representing Limited Partner Interests
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13,964,420
Common Units
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$18.71
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$261,274,298
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$31,667
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(1)
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Covers 13,964,420 common units representing limited partner interests in The Carlyle Group L.P. (“Common Units”) under The Carlyle Group L.P. 2012 Equity Incentive Plan (the "Plan") and, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), an indeterminate number of additional Common Units that may be offered and issued under the Plan to prevent dilution resulting from unit splits, unit distributions or similar transactions.
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(2)
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Calculated pursuant to Rule 457(h)(1) and Rule 457(c) under the Securities Act based on a price of $18.71 per Common Unit, which is the average of the high and low price per Common Unit as reported by the Nasdaq Global Select Market on February 12, 2019.
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(a)
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The Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed on February 13, 2019; and
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(b)
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The Partnership’s Registration Statement on Form 8-A, relating to the Partnership’s Common Units, filed on May 3, 2012.
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Exhibit
Number
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Description of Document
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4.1
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4.2
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5.1*
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23.1*
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23.2*
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24.1*
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99.1
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THE CARLYLE GROUP L.P.
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By:
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Carlyle Group Management L.L.C,
its general partner
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By:
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/s/ Curtis L. Buser
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Name:
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Curtis L. Buser
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Title:
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Chief Financial Officer
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Signature
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Title
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/s/ Kewsong Lee
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Co-Chief Executive Officer and Director
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Kewsong Lee
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(Co-Principal Executive Officer)
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/s/ Glenn A. Youngkin
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Co-Chief Executive Officer and Director
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Glenn A. Youngkin
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(Co-Principal Executive Officer)
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/s/ Curtis L. Buser
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Chief Financial Officer
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Curtis L. Buser
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(Principal Financial Officer)
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/s/ William E. Conway, Jr.
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Co-Executive Chairman,
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William E. Conway, Jr.
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Co-Chief Investment Officer and Director
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/s/ Daniel A. D’Aniello
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Chairman Emeritus and Director
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Daniel A. D’Aniello
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/s/ David M. Rubenstein
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Co-Executive Chairman and Director
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David M. Rubenstein
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/s/ Peter J. Clare
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Co-Chief Investment Officer and Director
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Peter J. Clare
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/s/ Lawton W. Fitt
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Director
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Lawton W. Fitt
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/s/ James H. Hance Jr.
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Director
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James H. Hance Jr.
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/s/ Janet Hill
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Director
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Janet Hill
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/s/ Dr. Thomas S. Robertson
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Director
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Dr. Thomas S. Robertson
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/s/ William J. Shaw
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Director
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William J. Shaw
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/s/ Anthony Welters
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Director
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Anthony Welters
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/s/ Pamela L. Bentley
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Chief Accounting Officer
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Pamela L. Bentley
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(Principal Accounting Officer)
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/s/ Ernst & Young LLP
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Tysons, Virginia
February 13, 2019 |