SEC Filing | CommScope Holding Company, Inc.

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SEC FORM 3 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., N.W. STE 220 S.

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/04/2019

3. Issuer Name and Ticker or Trading Symbol
CommScope Holding Company, Inc. [ COMM ]

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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	36,363,600	⁽¹⁾	I	See Footnotes⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

Carlyle Group Management L.L.C.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE., N.W. STE 220 S.

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Carlyle Group L.P.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE., N.W. STE 220 S.

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Carlyle Holdings I GP Inc.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE., N.W. STE 220 S.

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Carlyle Holdings I GP Sub L.L.C.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE., N.W. STE 220 S.

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Carlyle Holdings I L.P.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE., N.W. STE 220 S.

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TC Group, LLC

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE., N.W. STE 220 S.

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TC Group Sub L.P.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE., N.W. STE 220 S.

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TC Group VII S1, L.L.C.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE., N.W. STE 220 S.

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TC Group VII S1, L.P.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE., N.W. STE 220 S.

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Carlyle Partners VII S1 Holdings, L.P.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE., N.W. STE 220 S.

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

Explanation of Responses:

1. The number of shares of common stock of CommScope Holding Company, Inc. (the "Issuer"), having par value of $0.01 per share (the "Common Stock"), deliverable upon conversion of each share of Series A Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock"), is initially equal to 36.3636 shares, subject to customary anti-dilution adjustments. The Preferred Stock is convertible at any time and has no stated maturity. The Preferred Stock will remain outstanding indefinitely unless converted, repurchased or redeemed by the Issuer. The Issuer may mandatorily convert the Preferred Stock into Common Stock at any time after the three-year anniversary of the issuance, if certain conditions are met.

2. Carlyle Partners VII S1 Holdings, L.P. is the record holder of the securities reported herein.

3. 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 sole shareholder of Carlyle Holdings I GP Inc., which is the managing member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which is the sole member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the managing member of TC Group VII S1, L.L.C., which is the general partner of TC Group VII S1, L.P., which is the general partner of Carlyle Partners VII. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Carlyle Partners VII S1 Holdings, L.P.

Remarks:

Exhibit 24 - Power of Attorney

	Carlyle Group Management L.L.C., By: /s/ Anne Frederick, attorney-in-fact, Name: Curtis L. Buser, Title: Chief Financial Officer	04/11/2019
	The Carlyle Group L.P., By: Carlyle Group Management L.L.C., its general partner, By: /s/ Anne Frederick, attorney-in-fact, Name: Curtis L. Buser, Title: Chief Financial Officer	04/11/2019
	Carlyle Holdings I GP Inc., By: The Carlyle Group L.P., its sole shareholder, By: Carlyle Group Management L.L.C., its general partner, By: /s/ Anne Frederick, attorney-in-fact, Name: Curtis L. Buser, Title: Chief Financial Officer	04/11/2019
	Carlyle Holdings I GP Sub L.L.C., By: Carlyle Holdings I GP Inc., its managing member, By: /s/ Anne Frederick, attorney-in-fact, Name: Curtis L. Buser, Title: Chief Financial Officer	04/11/2019
	Carlyle Holdings I L.P., By: /s/ Anne Frederick, attorney-in-fact, Name: Curtis L. Buser, Title: Chief Financial Officer	04/11/2019
	TC Group, L.L.C., By: Carlyle Holdings I L.P., its managing member, By: /s/ Anne Frederick, attorney-in-fact, Name: Curtis L. Buser, Title: Chief Financial Officer	04/11/2019
	TC Group Sub L.P., By: TC Group, L.L.C., its general partner, By: Carlyle Holdings I L.P., its managing member, By: /s/ Anne Frederick, attorney-in-fact, Name: Curtis L. Buser, Title: Chief Financial Officer	04/11/2019
	TC Group VII S1, L.L.C., By: /s/ Jeremy W. Anderson, Name: Jeremy W. Anderson, Title: Authorized Person	04/11/2019
	TC Group VII S1, L.P., By: /s/ Jeremy W. Anderson, Name: Jeremy W. Anderson, Title: Authorized Person	04/11/2019
	Carlyle Partners VII S1 Holdings, L.P., By: TC Group VII S1, L.P., its general partner, By: /s/ Jeremy W. Anderson, Name: Jeremy W. Anderson, Title: Authorized Person	04/11/2019
	** 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).
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.

                                                                      Exhibit 24

                               POWER OF ATTORNEY

   The undersigned understands that, from time to time, the Carlyle Companies
(defined below) are required to prepare, execute and file certain federal and
state securities laws filings.

   Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jeremy Anderson, Joanne Cosiol, Anne Frederick, Kevin Gasque,
Erica Herberg, Norma Kuntz, Joshua Lefkowitz, David Lobe, Karen McMonagle,
Aditya Narain, Venu Rathi, Michelle Reing, Ryan Toteja and Catherine Ziobro, or
any of them signing singly, and with full power of substitution, the
undersigned's true and lawful attorney-in-fact to:

   (1) prepare, execute in the name of each Carlyle Company and on
       behalf of each Carlyle Company, and submit to the U.S. Securities and
       Exchange Commission (the "SEC") a Form ID, including amendments thereto,
       and any other documents necessary or appropriate to obtain codes and
       passwords enabling the undersigned to make electronic filings with the
       SEC of Forms D ("Form D") required to be filed in accordance with Rule
       503 ("Rule 503") promulgated with respect to Sections 4(2), 4(6) and 3(b)
       of the Securities Act of 1933 (the "1933 Act") and reports required by
       Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 (the
       "1934 Act") or any rule or regulation of the SEC;

   (2) prepare and execute for and on behalf of each Carlyle Company, in
       the undersigned's capacity as a Chairman, authorized person, officer
       and/or director of each Carlyle Company, federal and state securities
       laws filings including without limitation Forms D pursuant to Rule 503
       and Schedules 13D and 13G and Forms 3, 4, and 5 in accordance with
       Sections 13(d) and 16(a) of the 1934 Act and the rules thereunder;

   (3) do and perform any and all acts for and on behalf of each Carlyle
       Company which may be necessary or desirable to complete and execute any
       such federal and state securities laws filings including without
       limitation Forms D, Schedules 13D and 13G and Forms 3, 4, and 5, complete
       and execute any amendment or amendments thereto, and timely file such
       form with the SEC and the securities administrators of any state, the
       District of Columbia, the Commonwealth of Puerto Rico, Guam and the
       United States Virgin Islands or their designees and any stock exchange or
       similar authority; and

   (4) take any other action of any type whatsoever in connection with the
       foregoing which, in the opinion of such attorney-in-fact, may be of
       benefit to, in the best interest of, or legally required by, the
       undersigned, it being understood that the documents executed by such
       attorney-in-fact on behalf of the undersigned pursuant to this Power of
       Attorney shall be in such form and shall contain such terms and
       conditions as such attorney-in-fact may approve in such attorney-in-
       fact's discretion.

   The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted, whether the same needs to be executed, taken
or done by him in his capacity as a current or former member, partner,
shareholder, director or officer of any company, partnership, corporation,
organization, firm, branch or other entity connected with, related to or
affiliated with any of the entities constituting the Carlyle Companies or
entities that directly or indirectly hold interests in the Carlyle Companies.

   The undersigned acknowledges that the foregoing attorneys-in-fact, in serving
in such capacity at the request of the undersigned, are not assuming any of the
undersigned's responsibilities to comply with federal and state securities laws,
including without limitation Rule 503 of the 1933 Act or Section 13 and Section
16 of the 1934 Act.

   This Power of Attorney and all authority conferred hereby shall not be
terminated by operation of law, whether by the death or incapacity of the
undersigned or by occurrence of any other event. Actions taken by an attorney-
in-fact pursuant to this Power of Attorney shall be as valid as if any event
described in the preceding sentence had not occurred, whether or not the
attorney-in-fact shall have received notice of such event. Notwithstanding the
foregoing, (i) in the event that an attorney-in-fact is no longer employed by
The Carlyle Group Employee Co., L.L.C. or its affiliates, this Power of Attorney
and all authority conferred hereby shall be immediately terminated with respect
to such Attorney, and (ii) the undersigned may terminate or revoke this Power of
Attorney at any time.

   For purposes hereof, the "Carlyle Companies" shall consist of:  (i) Carlyle
Group Management L.L.C., The Carlyle Group L.P., Carlyle Holdings I GP Inc.,
Carlyle Holdings I GP Sub L.L.C., Carlyle Holdings I L.P., TC Group, L.L.C.,
Carlyle Holdings II GP L.L.C., Carlyle Holdings II L.P., TC Group Investment
Holdings, L.P., Carlyle Holdings III GP Management L.L.C., Carlyle Holdings III
GP L.P., Carlyle Holdings III GP Sub L.L.C., Carlyle Holdings III L.P., TC Group
Cayman L.P., TC Group Sub L.P., TC Group Investment Holdings Sub L.P., TC Group
Cayman Investment Holdings Sub L.P., TC Group Cayman Sub L.P. and (ii) the
subsidiaries and affiliates of the foregoing in clause (i), including without
limitation investment funds sponsored directly or indirectly by one or more of
the Carlyle Companies.

   IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 11th day of February, 2019.


                                              By: /s/ Curtis L. Buser
                                                  -------------------
                                              Name:   Curtis L. Buser
                                              Title:  Chief Financial Officer