Sec Form 4 Filing - Carlyle Group Inc. @ Complete Solaria, Inc. - 2024-10-15

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Carlyle Group Inc.
2. Issuer Name and Ticker or Trading Symbol
Complete Solaria, Inc. [ CSLR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O THE CARLYLE GROUP INC., 1001 PENNSYLVANIA AVE. NW, SUITE 220 S
3. Date of Earliest Transaction (MM/DD/YY)
10/15/2024
(Street)
WASHINGTON, DC20004-2505
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 10/15/2024 S( 1 ) 225,000 D $ 2.1152 ( 2 ) 2,680,461 I See footnote ( 3 ) ( 4 )
Common Stock 10/16/2024 S( 1 ) 275,000 D $ 2.1956 ( 5 ) 2,405,461 I See footnote ( 3 ) ( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Carlyle Group Inc.
C/O THE CARLYLE GROUP INC.
1001 PENNSYLVANIA AVE. NW, SUITE 220 S
WASHINGTON, DC20004-2505
X
Carlyle Holdings I GP Inc.
C/O THE CARLYLE GROUP INC.
1001 PENNSYLVANIA AVE. NW, SUITE 220 S
WASHINGTON, DC20004-2505
X
Carlyle Holdings I GP Sub L.L.C.
C/O THE CARLYLE GROUP INC.
1001 PENNSYLVANIA AVE. NW, SUITE 220 S
WASHINGTON, DC20004-2505
X
Carlyle Holdings I L.P.
C/O THE CARLYLE GROUP INC.
1001 PENNSYLVANIA AVE. NW, SUITE 220 S
WASHINGTON, DC20004-2505
X
CG Subsidiary Holdings L.L.C.
C/O THE CARLYLE GROUP INC.
1001 PENNSYLVANIA AVE. NW, SUITE 220 S
WASHINGTON, DC20004-2505
X
TC Group, LLC
C/O THE CARLYLE GROUP INC.
1001 PENNSYLVANIA AVE. NW, SUITE 220 S
WASHINGTON, DC20004-2505
X
TC Group Sub L.P.
C/O THE CARLYLE GROUP INC.
1001 PENNSYLVANIA AVE. NW, SUITE 220 S
WASHINGTON, DC20004-2505
X
Signatures
The Carlyle Group Inc., By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Chief Financial Officer 10/17/2024
Signature of Reporting Person Date
Carlyle Holdings I GP Inc., By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director and Chief Financial Officer 10/17/2024
Signature of Reporting Person Date
Carlyle Holdings I GP Sub L.L.C., By: Carlyle Holdings I GP Inc., its sole member, By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director and Chief Financial Officer 10/17/2024
Signature of Reporting Person Date
Carlyle Holdings I L.P., By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director 10/17/2024
Signature of Reporting Person Date
CG Subsidiary Holdings L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director 10/17/2024
Signature of Reporting Person Date
TC Group, L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director 10/17/2024
Signature of Reporting Person Date
TC Group Sub L.P., By: TC Group, L.L.C., its general partner,By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director 10/17/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted by CRSEF Solis Holdings, L.L.C. on September 6, 2024.
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.10 to $2.21, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
( 3 )The Carlyle Group Inc., which is a publicly traded entity 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 CRSEF Lux GP S.a r.l., 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 sole shareholder of CRSEF Lux GP S.a r.l., which is a general partner of Carlyle CRSEF Solis Aggregator, S.C.Sp.
( 4 )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 CRSEF Managing GP, 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 CRSEF GP, L.L.C., which is the general partner of CRSEF Managing GP, L.P., which is also a general partner of Carlyle CRSEF Solis Aggregator, S.C.Sp. Carlyle CRSEF Solis Aggregator, S.C.Sp. is the managing member of CRSEF Solis Holdings, L.L.C. Accordingly, each of the entities named herein may be deemed to share beneficial ownership of the securities held of record by CRSEF Solis Holdings, L.L.C. Each of them disclaims any such beneficial ownership except to the extent of their pecuniary interest therein, if any.
( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.12 to $2.275, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

Remarks:
Due to the limitations of the electronic filing system, each of CRSEF Lux GP S.a r.l., 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., CRSEF GP, L.L.C., CRSEF Managing GP, L.P., Carlyle CRSEF Solis Aggregator, S.C.Sp., and CRSEF Solis Holdings, L.L.C. are filing a separate Form 4.

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.