View:
Download DOC
Download PDF
Download XLS
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 		 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Carlyle Group Inc.
(Last) (First) (Middle)
C/O THE CARLYLE GROUP INC.
1001 PENNSYLVANIA AVE. NW, SUITE 220S
(Street)
WASHINGTON DC 20004-2505
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/17/2022 		3. Issuer Name and Ticker or Trading Symbol
MKS INSTRUMENTS INC [ MKSI ]
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 8,482,732 I See footnotes(1)(2)(3)(4)
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 Inc.
(Last) (First) (Middle)
C/O THE CARLYLE GROUP INC.
1001 PENNSYLVANIA AVE. NW, SUITE 220S
(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 220S
(Street)
WASHINGTON DC 20004-2505
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Holdings II L.L.C.
(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S
(Street)
WASHINGTON DC 20004-2505
(City) (State) (Zip)
1. Name and Address of Reporting Person*
CG Subsidiary Holdings L.L.C.
(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S
(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 THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S
(Street)
WASHINGTON DC 20004-2505
(City) (State) (Zip)
1. Name and Address of Reporting Person*
TC Group Cayman Investment Holdings Sub L.P.
(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S
(Street)
WASHINGTON DC 20004-2505
(City) (State) (Zip)
1. Name and Address of Reporting Person*
TC Group VI Cayman, L.L.C.
(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S
(Street)
WASHINGTON DC 20004-2505
(City) (State) (Zip)
1. Name and Address of Reporting Person*
TC Group VI Cayman, L.P.
(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE. NW, SUITE 220S
(Street)
WASHINGTON DC 20004-2505
(City) (State) (Zip)
Explanation of Responses:
1. Includes 5,180,030 shares held by Carlyle Partners VI Cayman Holdings, L.P., 2,259,743 shares held by CEP IV Participations, S.a r.l. SICAR and 1,042,959 shares held by Gamma Holding Company Limited.
2. The Carlyle Group Inc., which is a publicly traded entity listed on Nasdaq, is 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 reported herein, 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 shareholder of TC Group VI Cayman, L.L.C., which is the general partner of TC Group VI Cayman, L.P., which is the general partner of Carlyle Partners VI Cayman Holdings, L.P.
3. TC Group Cayman Investment Holdings Sub L.P. is also the sole shareholder of CEP IV Managing GP Holdings, Ltd. and the sole member of CAP IV, L.L.C. CEP IV Managing GP Holdings, Ltd. is the general partner of CEP IV Managing GP, L.P., which is the managing general partner of Carlyle Europe Partners IV, L.P., which is the majority shareholder of CEP IV Participations, S.a r.l. SICAR. CAP IV, L.L.C. is the general partner of CAP IV General Partner, L.P., which is the general partner of Carlyle Asia Partners IV, L.P., which is the majority shareholder of Gamma Holding Company Limited.
4. Accordingly, each of these entities may be deemed to share beneficial ownership of the securities held of record by Carlyle Partners VI Cayman Holdings, L.P., CEP IV Participations, S.a r.l. SICAR and Gamma Holding Company Limited. Each of them disclaims beneficial ownership of such securities.
Remarks:
Exhibit 24 - Power of Attorney. Due to the limitations of the electronic filing system, each of Carlyle Partners VI Cayman Holdings, L.P., CEP IV Managing GP Holdings, Ltd., CEP IV Managing GP, L.P., Carlyle Europe Partners IV, L.P., CEP IV Participations, S.a r.l. SICAR, CAP IV, L.L.C., CAP IV General Partner, L.P., Carlyle Asia Partners IV, L.P. and Gamma Holding Company Limited are filing a separate Form 3.
The Carlyle Group Inc., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer 08/29/2022
Carlyle Holdings II GP L.L.C., By: The Carlyle Group Inc., its sole member, By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer 08/29/2022
Carlyle Holdings II L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director 08/29/2022
CG Subsidiary Holdings L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director 08/29/2022
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 Curtis L. Buser, Managing Director 08/29/2022
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 Curtis L. Buser, Managing Director 08/29/2022
TC Group VI Cayman, L.L.C., By: /s/ Jeremy W. Anderson, Authorized Person 08/29/2022
TC Group VI Cayman, L.P., By: TC Group VI Cayman L.L.C., its general partner, By: /s/ Jeremy W. Anderson, Authorized Person 08/29/2022
** 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 Jeffrey Ferguson, Jeremy Anderson, Chintan Bhatt, Anne
Frederick, Kevin Gasque, Erica Herberg, Anat Holtzman, Joshua Lefkowitz, David
Lobe, Elizabeth Muscarella, Sanket Patel, Robert Rosen, 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, as
           amended (the "1933 Act") and reports required by Sections 13(d) and
           16(a) of the Securities Exchange Act of 1934, as amended (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 that 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 Inc., 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.L.C., CG
Subsidiary Holdings L.L.C., TC Group Investment Holdings Limited Partner
L.L.C., TC Group Investment Holdings, L.P., 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, L.P., TC Group Cayman Investment Holdings Sub L.P., TC
Group Cayman, L.P., TC Group Cayman Sub L.P., Five Overseas CG Investment
L.L.C. 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 5th day of August, 2022.


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