SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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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^*

CLARE PETER J

(Last)

(First)

(Middle)

1001 PENNSYLVANIA AVENUE, NW

(Street)

WASHINGTON

20004

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Carlyle Group Inc. [ CG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Co-Chief Investment Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	01/01/2020		C⁽¹⁾⁽²⁾		4,337,398	A	$0.00	4,970,582	D
Common Stock⁽¹⁾	01/01/2020		C⁽¹⁾⁽²⁾		273,632	A	$0.00	273,632	I	See Footnote⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Carlyle Holdings partnership units	⁽⁴⁾	01/01/2020		C⁽¹⁾⁽²⁾			4,337,398	⁽⁴⁾	⁽⁴⁾	Common Units Representing limited partnership interests	4,337,398	⁽¹⁾⁽²⁾	0	D
Carlyle Holdings partnership units	⁽⁴⁾	01/01/2020		C⁽¹⁾⁽²⁾			273,632	⁽⁴⁾	⁽⁴⁾	Common Units Representing limited partnership interests	273,632	⁽¹⁾⁽²⁾	0	I	See Footnote⁽³⁾

Explanation of Responses:

1. On January 1, 2020, The Carlyle Group L.P., a Delaware limited partnership, converted into a Delaware corporation named The Carlyle Group Inc. (the "Conversion"). As a result of such conversion, each common unit of limited partner interest of The Carlyle Group L.P. converted into a share of common stock of The Carlyle Group Inc. (the "Common Stock").

2. Pursuant to the terms of the Conversion, partnership units of Carlyle Holdings were exchanged for shares of Common Stock on a one-for-one basis.

3. These securities are held by a trust for the benefit of the Reporting Person's family. The Reporting Person is the special purpose trustee of the trust and has sole investment power over the securities.

4. Pursuant to the terms of the exchange agreement and subject to certain requirements and restrictions, the partnership units of Carlyle Holdings were exchangeable for common units of The Carlyle Group L.P. on a one-for-one basis.

Remarks:

Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, the reporting person herein states that this filing shall not be deemed to be an admission that such reporting person is the beneficial owner of any of these interests, and disclaims beneficial ownership of such interests, except to the extent of such reporting person's pecuniary interest in such interests.

	/s/ Jeffrey W. Ferguson by power of attorney for Peter J. Clare	01/03/2020
	** Signature of Reporting Person	Date
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