12/02/2024 | Press release | Distributed by Public on 12/02/2024 20:22
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
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 control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
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 (Month/Day/Year) |
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 Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CRSEF Solis Holdings, L.L.C. C/O THE CARLYLE GROUP INC. 1001 PENNSYLVANIA AVE. NW, SUITE 220 S WASHINGTON, DC 20004-2505 |
X | |||
CRSEF Lux GP S.a r.l. C/O THE CARLYLE GROUP INC. 2, AVENUE CHARLES DE GAULLE L-1653 LUXEMBOURG, N4 |
X | |||
Carlyle Holdings II GP L.L.C. C/O THE CARLYLE GROUP INC. 1001 PENNSYLVANIA AVE. NW, SUITE 220 S WASHINGTON, DC 20004-2505 |
X | |||
Carlyle Holdings II L.L.C. C/O THE CARLYLE GROUP INC. 1001 PENNSYLVANIA AVE. NW, SUITE 220 S WASHINGTON, DC 20004-2505 |
X | |||
TC Group Cayman Investment Holdings, L.P. C/O WALKERS CORPORATE LIMITED 190 ELGIN AVENUE GEORGE TOWN, GRAND CAYMAN, E9 KY1-9008 |
X | |||
TC Group Cayman Investment Holdings Sub L.P. C/O WALKERS CORPORATE LIMITED 190 ELGIN AVENUE GEORGE TOWN, GRAND CAYMAN, E9 KY1-9008 |
X | |||
CRSEF GP, L.L.C. C/O THE CARLYLE GROUP INC. 1001 PENNSYLVANIA AVE. NW, SUITE 220 S WASHINGTON, DC 20004-2505 |
X | |||
CRSEF Managing GP, L.P. C/O THE CARLYLE GROUP INC. 1001 PENNSYLVANIA AVE. NW, SUITE 220 S WASHINGTON, DC 20004-2505 |
X | |||
Carlyle CRSEF Solis Aggregator, S.C.Sp. C/O THE CARLYLE GROUP INC. 2, AVENUE CHARLES DE GAULLE L-1653 LUXEMBOURG, N4 |
X |
CRSEF Lux GP S.a r.l., By: /s/ Daniel Fischbach, Manager and By: /s/ Sabine Belair, Manager | 12/02/2024 |
**Signature of Reporting Person | Date |
Carlyle Holdings II GP L.L.C., By: The Carlyle Group Inc., its sole member, By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Chief Financial Officer | 12/02/2024 |
**Signature of Reporting Person | Date |
Carlyle Holdings II L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director | 12/02/2024 |
**Signature of Reporting Person | Date |
TC Group Cayman Investment Holdings, L.P., By: CG Subsidiary Holdings L.L.C., its general partner, By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director | 12/02/2024 |
**Signature of Reporting Person | Date |
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 for John C. Redett, Managing Director | 12/02/2024 |
**Signature of Reporting Person | Date |
CRSEF GP, L.L.C., By: /s/ Sanket Patel, Vice President | 12/02/2024 |
**Signature of Reporting Person | Date |
CRSEF Managing GP, L.P., By: CRSEF GP, L.L.C., By: /s/ Sanket Patel, Vice President | 12/02/2024 |
**Signature of Reporting Person | Date |
Carlyle CRSEF Solis Aggregator, S.C.Sp., By: CRSEF Managing GP, L.P., its GP, By: CRSEF GP, L.L.C., its GP, By: /s/ Sanket Patel, VP and by: CRSEF Lux GP S.a r.l., its GP, By:/s/ Daniel Fischbach, Manager and By: /s/ Sabine Belair, Manager | 12/02/2024 |
**Signature of Reporting Person | Date |
CRSEF Solis Holdings, L.L.C., By Carlyle CRSEF Solis Aggregator, SCSp, By CRSEF Managing GP, L.P., its GP, By CRSEF GP, L.L.C., its GP, By /s/ Sanket Patel, VP, and by CRSEF Lux GP Sarl, its GP, By/s/ Daniel Fischbach and By/s/ Sabine Belair, its Managers | 12/02/2024 |
**Signature of Reporting Person | Date |
* | 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). |
(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 $2.01 to $2.035, 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 $2.00 to $2.0408, 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. |
(6) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.00 to $2.06, 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 The Carlyle Group Inc., Carlyle Holdings I GP Inc., Carlyle Holdings I GP Sub L.L.C., Carlyle Holdings I L.P., CG Subsidiary Holdings L.L.C., TC Group, L.L.C., and TC Group Sub L.P. are filing a separate Form 4. |