Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]
2024年7月16日 - 5:30AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)*
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)
July
11, 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
1 of 13 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
11,045,002 |
| 9 |
Sole
Dispositive Power
0 |
| 10 |
Shared
Dispositive Power
11,045,002 |
| 11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
11,045,002 |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent
of Class Represented by Amount in Row (11)
16.5% |
| 14 |
Type
of Reporting Person
CO |
| CUSIP
No. 219798105 |
13D |
Page
2 of 13 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
11,045,002 |
| 9 |
Sole
Dispositive Power
0 |
| 10 |
Shared
Dispositive Power
11,045,002 |
| 11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
11,045,002 |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent
of Class Represented by Amount in Row (11)
16.5% |
| 14 |
Type
of Reporting Person
OO
(Limited Liability Company) |
| CUSIP
No. 219798105 |
13D |
Page
3 of 13 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
11,045,002 |
| 9 |
Sole
Dispositive Power
0 |
| 10 |
Shared
Dispositive Power
11,045,002 |
| 11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
11,045,002 |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent
of Class Represented by Amount in Row (11)
16.5% |
| 14 |
Type
of Reporting Person
OO
(Limited Liability Company) |
| CUSIP
No. 219798105 |
13D |
Page
4 of 13 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
11,045,002 |
| 9 |
Sole
Dispositive Power
0 |
| 10 |
Shared
Dispositive Power
11,045,002 |
| 11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
11,045,002 |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent
of Class Represented by Amount in Row (11)
16.5% |
| 14 |
Type
of Reporting Person
OO
(Limited Liability Company) |
| CUSIP
No. 219798105 |
13D |
Page
5 of 13 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
11,045,002 |
| 9 |
Sole
Dispositive Power
0 |
| 10 |
Shared
Dispositive Power
11,045,002 |
| 11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
11,045,002 |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent
of Class Represented by Amount in Row (11)
16.5% |
| 14 |
Type
of Reporting Person
PN |
| CUSIP
No. 219798105 |
13D |
Page
6 of 13 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
11,045,002 |
| 9 |
Sole
Dispositive Power
0 |
| 10 |
Shared
Dispositive Power
11,045,002 |
| 11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
11,045,002 |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent
of Class Represented by Amount in Row (11)
16.5% |
| 14 |
Type
of Reporting Person
PN |
| CUSIP
No. 219798105 |
13D |
Page
7 of 13 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
11,045,002 |
| 9 |
Sole
Dispositive Power
0 |
| 10 |
Shared
Dispositive Power
11,045,002 |
| 11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
11,045,002 |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent
of Class Represented by Amount in Row (11)
16.5% |
| 14 |
Type
of Reporting Person
OO
(Limited Liability Company) |
| CUSIP
No. 219798105 |
13D |
Page
8 of 13 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
11,045,002 |
| 9 |
Sole
Dispositive Power
0 |
| 10 |
Shared
Dispositive Power
11,045,002 |
| 11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
11,045,002 |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent
of Class Represented by Amount in Row (11)
16.5% |
| 14 |
Type
of Reporting Person
PN |
| CUSIP
No. 219798105 |
13D |
Page
9 of 13 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
11,045,002 |
| 9 |
Sole
Dispositive Power
0 |
| 10 |
Shared
Dispositive Power
11,045,002 |
| 11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
11,045,002 |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 13 |
Percent
of Class Represented by Amount in Row (11)
16.5% |
| 14 |
Type
of Reporting Person
PN |
| CUSIP
No. 219798105 |
13D |
Page
10 of 13 pages |
Explanatory
Note
This
Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) 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
11 of 13 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. | |
| 11,045,002 | | |
| 16.5 | % | |
| 0 | | |
| 11,045,002 | | |
| 0 | | |
| 11,045,002 | |
| Carlyle Holdings II GP L.L.C. | |
| 11,045,002 | | |
| 16.5 | % | |
| 0 | | |
| 11,045,002 | | |
| 0 | | |
| 11,045,002 | |
| Carlyle Holdings II L.L.C. | |
| 11,045,002 | | |
| 16.5 | % | |
| 0 | | |
| 11,045,002 | | |
| 0 | | |
| 11,045,002 | |
| CG Subsidiary Holdings L.L.C. | |
| 11,045,002 | | |
| 16.5 | % | |
| 0 | | |
| 11,045,002 | | |
| 0 | | |
| 11,045,002 | |
| TC Group Cayman Investment
Holdings, L.P. | |
| 11,045,002 | | |
| 16.5 | % | |
| 0 | | |
| 11,045,002 | | |
| 0 | | |
| 11,045,002 | |
| TC Group Cayman Investment
Holdings Sub L.P. | |
| 11,045,002 | | |
| 16.5 | % | |
| 0 | | |
| 11,045,002 | | |
| 0 | | |
| 11,045,002 | |
| TC Group VI Cayman, L.L.C. | |
| 11,045,002 | | |
| 16.5 | % | |
| 0 | | |
| 11,045,002 | | |
| 0 | | |
| 11,045,002 | |
| TC Group VI Cayman, L.P. | |
| 11,045,002 | | |
| 16.5 | % | |
| 0 | | |
| 11,045,002 | | |
| 0 | | |
| 11,045,002 | |
| Carlyle Partners VI Cayman
Holdings, L.P. | |
| 11,045,002 | | |
| 16.5 | % | |
| 0 | | |
| 11,045,002 | | |
| 0 | | |
| 11,045,002 | |
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
12 of 13 pages |
(c)
From June 25, 2024 through July 11, 2024, pursuant to the 10b5-1 Plan, Carlyle Partners VI Cayman Holdings, L.P. disposed
of 721,020 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 25, 2024 |
|
41,299 |
|
$32.6905 to $32.9999 |
|
$32.893 |
| June 25, 2024 |
|
26,173 |
|
$33.00 to $33.7555 |
|
$33.1981 |
| June 26, 2024 |
|
17,568 |
|
$32.48 to $32.9998 |
|
$32.8964 |
| June 26, 2024 |
|
63,914 |
|
$33.00 to $33.7741 |
|
$33.2731 |
| June 27, 2024 |
|
46,380 |
|
$33.07 to $33.80 |
|
$33.5144 |
| June 28, 2024 |
|
18,795 |
|
$32.71 to $32.9995 |
|
$32.8281 |
| June 28, 2024 |
|
31,142 |
|
$33.00 to $33.56 |
|
$33.1786 |
| July 01, 2024 |
|
40,225 |
|
$31.61 to $31.9999 |
|
$31.8132 |
| July 01, 2024 |
|
32,067 |
|
$32.00 to $32.92 |
|
$32.2951 |
| July 01, 2024 |
|
6,740 |
|
$33.0102 to $33.9938 |
|
$33.5932 |
| July 01, 2024 |
|
2,078 |
|
$34.00 to $34.18 |
|
$34.0929 |
| July 02, 2024 |
|
397 |
|
$30.8799 to $30.9979 |
|
$30.9728 |
| July 02, 2024 |
|
86,057 |
|
$31.0016 to $31.68 |
|
$31.3606 |
| July 03, 2024 |
|
46,391 |
|
$30.6163 to $30.9999 |
|
$30.8379 |
| July 03, 2024 |
|
6,333 |
|
$31.00 to $31.40 |
|
$31.0816 |
| July 05, 2024 |
|
6,406 |
|
$30.6299 to $30.9996 |
|
$30.8503 |
| July 05, 2024 |
|
44,333 |
|
$31.0036 to $31.36 |
|
$31.1957 |
| July 08, 2024 |
|
57,007 |
|
$30.07 to $30.9989 |
|
$30.3458 |
| July 08, 2024 |
|
2,966 |
|
$31.00 to $31.55 |
|
$31.2852 |
| July 09, 2024 |
|
23,781 |
|
$30.00 to $30.33 |
|
$30.0706 |
| July 10, 2024 |
|
24,390 |
|
$30.00 to $30.23 |
|
$30.0931 |
| July 11, 2024 |
|
4,724 |
|
$30.10 to $30.9998 |
|
$30.6844 |
| July 11, 2024 |
|
91,594 |
|
$31.00 to $31.9998 |
|
$31.4080 |
| July 11, 2024 |
|
260 |
|
$32.00 to $32.0336 |
|
$32.0096 |
(d)
None.
(e)
Not applicable.
| CUSIP
No. 219798105 |
13D |
Page
13 of 13 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:
July 15, 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 |
Carlyle (NASDAQ:CG)
過去 株価チャート
から 6 2024 まで 7 2024
Carlyle (NASDAQ:CG)
過去 株価チャート
から 7 2023 まで 7 2024
