Sec Form 13G Filing - Rubenstein David M. filing for Carlyle Group Inc. (CG) - 2022-02-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

The Carlyle Group Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

14316J108

(CUSIP Number)

December 31, 2021

(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 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).

2

The Carlyle Group Inc. (the “Issuer”)

(b) Address of Issuer’s Principal Executive Offices:

1001 Pennsylvania Avenue, NW

Washington, D.C. 20004-2505

This statement is being filed by David M. Rubenstein (the “Reporting Person”).

(b) Address or Principal Business Office:

The business address of the Reporting Person is c/o The Carlyle Group, 1001 Pennsylvania Avenue, NW, Suite 220 South, Washington, D.C. 20004-2505.

(c) Citizenship of each Reporting Person is:

The Reporting Person is a citizen of the United States.

(d) Title of Class of Securities:

Common Stock, par value $0.01 per share (“Common Stock”).

(e) CUSIP Number:

14316J108

Not applicable.

(a-c)

The ownership information reported herein represents beneficial ownership of Common Stock as of December 31, 2021, based upon 355,367,876 shares of Common Stock outstanding as of December 31, 2021.

The Reporting Person directly holds 31,249,644 shares of Common Stock.

3

In connection with the conversion of the Issuer from a Delaware limited partnership to a Delaware corporation (the “Conversion”), senior Carlyle professionals and certain of the other former limited partners of Carlyle Holdings I L.P., Carlyle Holdings II L.P. and Carlyle Holdings III L.P. (collectively, the “Carlyle Holdings Partnerships”) who became holders of shares of Common Stock in connection with the Conversion were generally required to grant an irrevocable proxy to Carlyle Group Management L.L.C. (collectively, the “Proxies”). The Proxies empower Carlyle Group Management L.L.C. at any time prior to the Termination Time (as defined below), in its sole and absolute discretion, to vote or cause to be voted all shares beneficially owned by such holders, and any and all other shares or securities of the Issuer issued or issuable in respect thereof acquired after the date of the Proxies, at every annual or special meeting of the Issuer’s stockholders on all matters in respect of which such shares are entitled to vote (and execute and deliver any written consents in lieu of stockholders meetings). Shares of Common Stock shall cease to be subject to the Proxies to the extent any such holders cease to hold of record or beneficially own such shares, whether as a result of transfer or otherwise.

The Proxies terminate on the earlier of (i) such time as Carlyle Group Management L.L.C. ceases to have beneficial ownership over Common Stock representing at least 20% of the total voting power of all then outstanding shares of the Issuer’s capital stock entitled to vote generally in the election of directors, and (ii) January 1, 2025 (the “Termination Time”).

Due to the Proxy granted by the Reporting Person to Carlyle Group Management L.L.C., the Reporting Person does not have any voting power over the shares of Common Stock reported herein.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

4

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.