Form: 3

Initial statement of beneficial ownership of securities

November 10, 2014

Documents

SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
Carlyle Group Management L.L.C.
(Last) (First) (Middle)
C/O THE CARLYLE GROUP, 1001
PENNSYLVANIA AVE. NW, SUITE 220 SOUTH
(Street)
WASHINGTON DC 20004-2505
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/10/2014 		3. Issuer Name and Ticker or Trading Symbol
Axalta Coating Systems Ltd. [ AXTA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 227,811,996 I See Footnotes(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Carlyle Group Management L.L.C.
(Last) (First) (Middle)
C/O THE CARLYLE GROUP, 1001
PENNSYLVANIA AVE. NW, SUITE 220 SOUTH
(Street)
WASHINGTON DC 20004-2505
(City) (State) (Zip)
1. Name and Address of Reporting Person*
TC Group Cayman Investment Holdings, L.P.
(Last) (First) (Middle)
C/O INTERTRUST CORPORATE SERVICES,
190 ELGIN AVENUE
(Street)
GEORGE TOWN, GRAND CAYMAN E9 KY1-9005
(City) (State) (Zip)
1. Name and Address of Reporting Person*
TC Group Cayman Investment Holdings Sub L.P.
(Last) (First) (Middle)
C/O INTERTRUST CORPORATE SERVICES
190 ELGIN AVENUE
(Street)
GEORGE TOWN, GRAND CAYMAN E9 KY1-9005
(City) (State) (Zip)
1. Name and Address of Reporting Person*
CEP III Managing GP Holdings, Ltd.
(Last) (First) (Middle)
C/O THE CARLYLE GROUP
2, AVENUE CHARLES DE GAULLE
(Street)
LUXEMBOURG N4 L -1653
(City) (State) (Zip)
1. Name and Address of Reporting Person*
CEP III Managing GP, L.P.
(Last) (First) (Middle)
C/O THE CARLYLE GROUP
2, AVENUE CHARLES DE GAULLE
(Street)
LUXEMBOURG N4 L -1653
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Europe Partners III, L.P.
(Last) (First) (Middle)
C/O THE CARLYLE GROUP
2, AVENUE CHARLES DE GAULLE
(Street)
LUXEMBOURG N4 L -1653
(City) (State) (Zip)
1. Name and Address of Reporting Person*
CEP III Participations, S.a.r.l. SICAR
(Last) (First) (Middle)
C/O THE CARLYLE GROUP
2, AVENUE CHARLES DE GAULLE
(Street)
LUXEMBOURG N4 L -1653
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Group L.P.
(Last) (First) (Middle)
1001 PENNSYLVANIA AVE. NW,
SUITE 220 SOUTH
(Street)
WASHINGTON DC 20004-2505
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Holdings II GP L.L.C.
(Last) (First) (Middle)
C/O THE CARLYLE GROUP, 1001
PENNSYLVANIA AVE. NW, SUITE 220 SOUTH
(Street)
WASHINGTON DC 20004-2505
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Holdings II L.P.
(Last) (First) (Middle)
C/O THE CARLYLE GROUP, 1001
PENNSYLVANIA AVE. NW, SUITE 220 SOUTH
(Street)
WASHINGTON DC 20004-2505
(City) (State) (Zip)
Explanation of Responses:
1. Consists of 48,477,465 shares held by Carlyle Partners V SA1 Cayman, L.P. ("CPV SA1"), 43,706,120 shares held by Carlyle Partners V SA2 Cayman, L.P. ("CPV SA2"), 44,854,378 shares held by Carlyle Partners V SA3 Cayman, L.P. ("CPV SA3"), 2,810,185 shares held by Carlyle Partners V-A Cayman, L.P. ("CPV-A"), 5,324,318 shares held by CP V Coinvestment A Cayman, L.P. ("CPV Coinvest A"), 639,204 shares held by CP V Coinvestment B Cayman, L.P. ("CPV Coinvest B"), 28,969,654 shares held by Carlyle Coatings Partners, L.P. ("CCP" and, together with CPV SA1, CPV SA2, CPV SA3, CPV-A, CPV Coinvest A and CPV Coinvest B, the "Carlyle Cayman Shareholders") and 53,030,672 shares held by CEP III Participations, S.a r.l. SICAR ("CEP III" and, together with the Carlyle Cayman Shareholders, the "Carlyle Shareholders").
2. Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the managing member of Carlyle Holdings II GP L.L.C., which is the general partner of Carlyle Holdings II L.P., 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 CP V General Partner, L.L.C. and the sole shareholder of CEP III Managing GP Holdings, Ltd. CP V General Partner, L.L.C. is the general partner of TC Group V Cayman, L.P., which is the general partner of each of the Carlyle Cayman Shareholders. CEP III Managing GP Holdings, Ltd. is the general partner of CEP III Managing GP, L.P., which is the general partner of Carlyle Europe Partners III, L.P., which is the sole shareholder of CEP III.
Remarks:
Due to the limitations of the electronic filing system, each of CP V General Partner, L.L.C., TC Group V Cayman, L.P., Carlyle Partners V SA1 Cayman, L.P., Carlyle Partners V SA2 Cayman, L.P., Carlyle Partners V SA3 Cayman, L.P., Carlyle Partners V-A Cayman, L.P., CP V Coinvestment A Cayman, L.P., CP V Coinvestment B Cayman, L.P., Carlyle Coatings Partners, L.P. are filing a separate Form 3. See Exhibit 24 - Power of Attorney
Carlyle Group Management L.L.C. By: /s/ Jeremy W. Anderson, attorney-in-fact 11/10/2014
The Carlyle Group L.P. By: Carlyle Group Management L.L.C., its general partner, By: /s/ Jeremy W. Anderson, attorney-in-fact 11/10/2014
Carlyle Holdings II GP L.L.C. By: The Carlyle Group L.P., its managing member By: Carlyle Group Management L.L.C., its general partner, By: /s/ Jeremy W. Anderson, attorney-in-fact 11/10/2014
Carlyle Holdings II L.P., By: /s/ Jeremy W. Anderson, attorney-in-fact 11/10/2014
TC Group Cayman Investment Holdings, L.P. By: Carlyle Holdings II, L.P., its general partner, By: /s/ Jeremy W. Anderson, attorney-in-fact 11/10/2014
TC Group Cayman Investment Holdings Sub L.P. By: TC Group Cayman Invesment Holdings, L.P., its general partner By: Carlyle Holdings II, L.P., its general partner, By: /s/ Jeremy W. Anderson, attorney-in-fact 11/10/2014
CEP III Managing GP Holdings, Ltd, Daniel D'Aniello for and on behalf of Carlyle Offshore Partners II Ltd., GP of DBD Cayman Ltd., GP of TCG Holdings Cayman II, L.P., GP of CEP III Managing GP Holdings, Ltd., By: /s/ Jeremy Anderson, attorney-in-fact 11/10/2014
CEP III Managing GP, L.P., By Daniel D'Aniello for and on behalf of Carlyle Offshore Partners II Ltd., as GP of DBD Cayman Ltd., as GP of TCG Holdings Cayman II, L.P., as GP of CEP III Managing GP Holdings, Ltd., By: /s/ Jeremy Anderson, attorney-in-fact 11/10/2014
Carlyle Europe Partners III, L.P., By Daniel D'Aniello for and on behalf of CEP III Managing GP Holdings, Ltd., as general partner of CEP III Managing GP, L.P., as GP of Carlyle Europe Partners III, L.P., By: /s/ Jeremy Anderson, attorney-in-fact 11/10/2014
CEP III Participations, S.a r.l. SICAR, Represented by Erica K. Herberg, as Manager and authorized representative of CEP III Managing GP Holdings, Ltd., Manager By: /s/ Erica K. Herberg 11/10/2014
** Signature of Reporting Person Date

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 5 (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).

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