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 No.)
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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 Share (2)
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Proposed
maximum
aggregate
offering price (2)
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Amount of
registration fee
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Common Stock
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6,134,739 Shares of Common Stock
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$32.72
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$200,728,660
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$26,055
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(1)
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Covers 6,134,739 shares of common stock, par value $0.01 per share, of The Carlyle Group Inc. (“Common Stock”) under The Carlyle Group Inc. Amended and Restated 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 shares of Common Stock that may be offered and issued under the Plan to prevent dilution resulting from stock splits, stock 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 $32.72 per share of Common Stock, which is the average of the high and low price per share of Common Stock as reported by the Nasdaq Global Select Market on February 7, 2020.
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(a)
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The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed on February 12, 2020; and
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(b)
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Amendment No. 1 to Registration Statement on Form 8-A for registration of the shares of Common Stock pursuant to Section 12(b) of the Exchange Act, filed on January 2, 2020, and any amendment or report filed for the purpose of updating such description.
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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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4.3
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4.4
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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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The Carlyle Group Inc.
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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 and Director
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William E. Conway, Jr.
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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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Chief Investment Officer of CPE 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 12, 2020
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