4: Statement of changes in beneficial ownership of securities
Published on April 10, 2015
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Axalta Coating Systems Ltd. [ AXTA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 04/08/2015 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 Shares | 04/08/2015 | S | 46,000,000 | D | $27.02 | 124,311,996 | I | See footnote(1)(2) | ||
| Common Shares | 04/08/2015 | S | 20,000,000 | D | $28 | 104,311,996 | I | See footnote(1)(2) | ||
| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. Following the reported transactions, includes: 22,197,168 shares held by Carlyle Partners V SA1 Cayman, L.P. ("CPV SA1"), 20,012,435 shares held by Carlyle Partners V SA2 Cayman, L.P. ("CPV SA2"), 20,538,206 shares held by Carlyle Partners V SA3 Cayman, L.P. ("CPV SA3"), 1,286,745 shares held by Carlyle Partners V-A Cayman, L.P. ("CPV-A"), 2,437,933 shares held by CP V Coinvestment A Cayman, L.P. ("CPV Coinvest A"), 292,682 shares held by CP V Coinvestment B Cayman, L.P. ("CPV Coinvest B"), 13,264,808 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 24,282,019 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 Carlyle Group Management L.L.C., The Carlyle Group L.P., Carlyle Holdings II GP L.L.C., Carlyle Holdings II L.P., TC Group Cayman Investment Holdings, L.P., TC Group Cayman Investment Holdings Sub L.P., CEP III Managing GP Holdings, Ltd., CEP III Managing GP, L.P., Carlyle Europe Partners III, L.P., CEP III Participations, S.a r.l. SICAR are filing a separate Form 4. |
| CP V General Partner, L.L.C. By: /s/ Jeremy W. Anderson, Authorized Signatory | 04/10/2015 | |
| TC Group V Cayman, L.P. By: CP V General Partner, L.L.C, its general partner By: /s/ Jeremy W. Anderson, Authorized Signatory | 04/10/2015 | |
| Carlyle Partners V SA1 Cayman, L.P. By: TC Group V Cayman, L.P., its general partner By: CP V General Partner, L.L.C, its general partner By: /s/ Jeremy W. Anderson, Authorized Signatory | 04/10/2015 | |
| Carlyle Partners V SA2 Cayman, L.P. By: TC Group V Cayman, L.P., its general partner By: CP V General Partner, L.L.C, its general partner By: /s/ Jeremy W. Anderson, Authorized Signatory | 04/10/2015 | |
| Carlyle Partners V SA3 Cayman, L.P. By: TC Group V Cayman, L.P., its general partner By: CP V General Partner, L.L.C, its general partner By: /s/ Jeremy W. Anderson, Authorized Signatory | 04/10/2015 | |
| Carlyle Partners V-A Cayman, L.P. By: TC Group V Cayman, L.P., its general partner By: CP V General Partner, L.L.C, its general partner By: /s/ Jeremy W. Anderson, Authorized Signatory | 04/10/2015 | |
| CP V Coinvestment A Cayman, L.P. By: TC Group V Cayman, L.P., its general partner By: CP V General Partner, L.L.C, its general partner By: /s/ Jeremy W. Anderson, Authorized Signatory | 04/10/2015 | |
| CP V Coinvestment B Cayman, L.P. By: TC Group V Cayman, L.P., its general partner By: CP V General Partner, L.L.C, its general partner By: /s/ Jeremy W. Anderson, Authorized Signatory | 04/10/2015 | |
| Carlyle Coatings Partners, L.P. By: TC Group V Cayman, L.P., its general partner By: CP V General Partner, L.L.C, its general partner By: /s/ Jeremy W. Anderson, Authorized Signatory | 04/10/2015 | |
| ** 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 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.