SC 13D/A 1 formsc13da.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 2 )*

 

QuidelOrtho Corporation

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

219798105

(CUSIP Number)

 

Jeffrey Ferguson

The Carlyle Group

1001 Pennsylvania Avenue, NW

Suite 220 South

Washington, D.C. 20004

(202) 729-5626

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

June 24, 2024

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. 219798105 13D Page 2 of 14 pages

 

1

Names of Reporting Persons

 

The Carlyle Group Inc.

  
2

Check the Appropriate Box if a Member of a Group

 

(a) ☐

(b) ☐

3

SEC Use Only

 

  
4

Source of Funds (See Instructions)

 

OO

  
5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

  
6

Citizenship or Place of Organization

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

11,766,022

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

11,766,022

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

11,766,022

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

17.6%

14

Type of Reporting Person

 

CO

 

 

 

 

CUSIP No. 219798105 13D Page 3 of 14 pages

 

1

Names of Reporting Persons

 

Carlyle Holdings II GP L.L.C.

  
2

Check the Appropriate Box if a Member of a Group

(a) ☐

(b) ☐

3

SEC Use Only

 

  
4

Source of Funds (See Instructions)

 

OO

  
5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

  
6

Citizenship or Place of Organization

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

11,766,022

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

11,766,022

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

11,766,022

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

17.6%

14

Type of Reporting Person

 

OO (Limited Liability Company)

 

 

 

 

CUSIP No. 219798105 13D Page 4 of 14 pages

 

1

Names of Reporting Persons

 

Carlyle Holdings II L.L.C.

  
2

Check the Appropriate Box if a Member of a Group

 

(a) ☐

(b)☐

3

SEC Use Only

 

  
4

Source of Funds (See Instructions)

 

OO

  
5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

  
6

Citizenship or Place of Organization

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

11,766,022

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

11,766,022

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

11,766,022

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

17.6%

14

Type of Reporting Person

 

OO (Limited Liability Company)

 

 

 

 

CUSIP No. 219798105 13D Page 5 of 14 pages

 

1

Names of Reporting Persons

 

CG Subsidiary Holdings L.L.C.

  
2

Check the Appropriate Box if a Member of a Group

 

(a) ☐

(b) ☐

3

SEC Use Only

 

  
4

Source of Funds (See Instructions)

 

OO

  
5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

  
6

Citizenship or Place of Organization

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

11,766,022

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

11,766,022

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

11,766,022

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

17.6%

14

Type of Reporting Person

 

OO (Limited Liability Company)

 

 

 

 

CUSIP No. 219798105 13D Page 6 of 14 pages

 

1

Names of Reporting Persons

 

TC Group Cayman Investment Holdings, L.P.

  
2

Check the Appropriate Box if a Member of a Group

(a) ☐

(b) ☐

3

SEC Use Only

 

  
4

Source of Funds (See Instructions)

 

OO

  
5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

  
6

Citizenship or Place of Organization

 

Cayman Islands

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

11,766,022

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

11,766,022

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

11,766,022

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

17.6%

14

Type of Reporting Person

 

PN

 

 

 

 

CUSIP No. 219798105 13D Page 7 of 14 pages

 

1

Names of Reporting Persons

 

TC Group Cayman Investment Holdings Sub L.P.

  
2

Check the Appropriate Box if a Member of a Group

(a) ☐

(b) ☐

3

SEC Use Only

 

  
4

Source of Funds (See Instructions)

 

OO

  
5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

  
6

Citizenship or Place of Organization

 

Cayman Islands

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

11,766,022

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

11,766,022

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

11,766,022

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

17.6%

14

Type of Reporting Person

 

PN

 

 

 

 

CUSIP No. 219798105 13D Page 8 of 14 pages

 

1

Names of Reporting Persons

 

TC Group VI Cayman, L.L.C.

  
2

Check the Appropriate Box if a Member of a Group

(a) ☐

(b) ☐

3

SEC Use Only

 

  
4

Source of Funds (See Instructions)

 

OO

  
5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

  
6

Citizenship or Place of Organization

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

11,766,022

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

11,766,022

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

11,766,022

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

17.6%

14

Type of Reporting Person

 

OO (Limited Liability Company)

 

 

 

 

CUSIP No. 219798105 13D Page 9 of 14 pages

 

1

Names of Reporting Persons

 

TC Group VI Cayman, L.P.

  
2

Check the Appropriate Box if a Member of a Group

(a) ☐

(b) ☐

3

SEC Use Only

 

  
4

Source of Funds (See Instructions)

 

OO

  
5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

  
6

Citizenship or Place of Organization

 

Cayman Islands

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

11,766,022

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

11,766,022

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

11,766,022

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

17.6%

14

Type of Reporting Person

 

PN

 

 

 

 

CUSIP No. 219798105 13D Page 10 of 14 pages

 

1

Names of Reporting Persons

 

Carlyle Partners VI Cayman Holdings, L.P.

  
2

Check the Appropriate Box if a Member of a Group

(a) ☐

(b) ☐

3

SEC Use Only

 

  
4

Source of Funds (See Instructions)

 

OO

  
5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐

 

  
6

Citizenship or Place of Organization

 

Cayman Islands

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 7

Sole Voting Power

 

0

8

Shared Voting Power

 

11,766,022

9

Sole Dispositive Power

 

0

10

Shared Dispositive Power

 

11,766,022

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

11,766,022

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐

 

13

Percent of Class Represented by Amount in Row (11)

 

17.6%

14

Type of Reporting Person

 

PN

 

 

 

 

CUSIP No. 219798105 13D Page 11 of 14 pages

 

Explanatory Note

 

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the statement on Schedule 13D filed with the United States Securities and Exchange Commission (the “SEC”) on June 6, 2022 (the “Schedule 13D”), relating to the common stock, par value $0.001 per share (the “Common Stock”), of QuidelOrtho Corporation, a Delaware corporation (the “Issuer”), whose principal executive office is located at 9975 Summers Ridge Road, San Diego, California 92121. Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

 

 

 

 

CUSIP No. 219798105 13D Page 12 of 14 pages

 

Item 5.Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a) – (b) The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 66,971,816 shares of Common Stock outstanding as of May 1, 2024, as disclosed in the Issuer’s quarterly report on Form 10-Q filed on May 9, 2024.

 

Reporting Person 

Amount

beneficially

owned

  

Percent

of class

   Sole power to vote or to direct the vote   Shared power to vote or to direct the vote   Sole power to dispose or to direct the disposition   Shared power to dispose or to direct the disposition 
The Carlyle Group Inc.   11,766,022    17.6%   0    11,766,022    0    11,766,022 
Carlyle Holdings II GP L.L.C.   11,766,022    17.6%   0    11,766,022    0    11,766,022 
Carlyle Holdings II L.L.C.   11,766,022    17.6%   0    11,766,022    0    11,766,022 
CG Subsidiary Holdings L.L.C.   11,766,022    17.6%   0    11,766,022    0    11,766,022 
TC Group Cayman Investment Holdings, L.P.   11,766,022    17.6%   0    11,766,022    0    11,766,022 
TC Group Cayman Investment Holdings Sub L.P.   11,766,022    17.6%   0    11,766,022    0    11,766,022 
TC Group VI Cayman, L.L.C.   11,766,022    17.6%   0    11,766,022    0    11,766,022 
TC Group VI Cayman, L.P.   11,766,022    17.6%   0    11,766,022    0    11,766,022 
Carlyle Partners VI Cayman Holdings, L.P.   11,766,022    17.6%   0    11,766,022    0    11,766,022 

 

Reflects shares of Common Stock held of record by Carlyle Partners VI Cayman Holdings, L.P. The Carlyle Group Inc., a publicly traded company 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 member 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. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Carlyle Partners VI Cayman Holdings, L.P., but each disclaims beneficial ownership of such securities.

 

 

 

 

CUSIP No. 219798105 13D Page 13 of 14 pages

 

(c) From June 12, 2024 through June 24, 2024, pursuant to the 10b5-1 Plan, Carlyle Partners VI Cayman Holdings, L.P. disposed of 694,161 shares of Common Stock in a series of open-market transactions. Details by date, listing the number of shares of Common Stock disposed of and the weighted average price per share, are provided below. The Reporting Persons undertake to provide, upon request by the staff of the SEC, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for each transaction.

 

Date  Shares Disposed Of  Price Range  Weighted Average Price Per Share
June 12, 2024  18,344  $39.80 to $39.99  $39.9154
June 12, 2024  44,950  $40.00 to $40.9991  $40.3379
June 12, 2024  969  $41.00 to $41.18  $41.1490
June 13, 2024  11,956  $36.70 to $36.9995  $36.8927
June 13, 2024  99,264  $37.00 to $37.9999  $37.5186
June 13, 2024  26,314  $38.00 to $38.99  $38.1905
June 13, 2024  6,700  $39.00 to $39.54  $39.2402
June 14, 2024  22,287  $35.4809 to $35.9999  $35.8208
June 14, 2024  104,663  $36.00 to $36.9957  $36.2618
June 14, 2024  1,031  $37.0004 to $37.1756  $37.0858
June 17, 2024  51,468  $35.485 to $35.9999  $35.8156
June 17, 2024  48,174  $36.00 to $36.485  $36.1773
June 18, 2024  31,730  $35.52 to $35.9987  $35.7402
June 18, 2024  16,811  $36.00 to $36.88  $36.3791
June 20, 2024  49,593  $34.2892 to $34.9995  $34.8158
June 20, 2024  17,614  $35.00 to $35.26  $35.0856
June 21, 2024  23,222  $34.71 to $34.9985  $34.9078
June 21, 2024  45,358  $35.00 to $35.4065  $35.1464
June 24, 2024  19,516  $33.86 to $33.9917  $33.9402
June 24, 2024  44,401  $34.00 to $34.9998  $34.3512
June 24, 2024  9,796  $35.00 to $35.33  $35.0925

 

(d) None.

 

(e) Not applicable.

 

 

 

 

CUSIP No. 219798105 13D Page 14 of 14 pages

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: June 25, 2024

 

  The Carlyle Group Inc.
     
  By: /s/ Anne Frederick, attorney-in-fact
  Name: John C. Redett
  Title: Chief Financial Officer
     
  Carlyle Holdings II GP L.L.C.
   
  By: The Carlyle Group Inc., its sole member
     
  By: /s/ Anne Frederick, attorney-in-fact
  Name: John C. Redett
  Title: Chief Financial Officer
     
  Carlyle Holdings II L.L.C.
     
  By: /s/ Anne Frederick, attorney-in-fact
  Name: John C. Redett
  Title: Managing Director
     
  CG Subsidiary Holdings L.L.C.
     
  By: /s/ Anne Frederick, attorney-in-fact
  Name: John C. Redett
  Title: Managing Director
     
  TC Group Cayman Investment Holdings, L.P.
   
  By: CG Subsidiary Holdings L.L.C., its general partner
     
  By: /s/ Anne Frederick, attorney-in-fact
  Name: John C. Redett
  Title: Managing Director
     
  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
  Name: John C. Redett
  Title: Managing Director
     
  TC Group VI Cayman, L.L.C.
     
  By: /s/ Jeremy W. Anderson
  Name: Jeremy W. Anderson
  Title: Vice President
     
  TC Group VI Cayman, L.P.
   
  By: TC Group VI Cayman, L.L.C., its general partner
     
  By: /s/ Jeremy W. Anderson
  Name: Jeremy W. Anderson
  Title: Vice President
     
  Carlyle Partners VI Cayman Holdings, L.P.
   
  By: TC Group VI Cayman, L.P., its general partner
  By: TC Group VI Cayman, L.L.C., its general partner
     
  By: /s/ Jeremy W. Anderson
  Name: Jeremy W. Anderson
  Title: Vice President