CTLT Catalent Inc

  (1)  

  Name of Reporting Persons:

  Green Equity Investors VII, L.P.

  Check the Appropriate Box if a Member of a Group (See Instructions):

  (a)  ☒        (b)  ☐

  SEC Use Only:

  Source of Funds (See Instructions):

  WC

  (5)

  Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  Delaware

NUMBER OF SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  Sole Voting Power

  0

  Shared Voting Power

  7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuer’s Series A Convertible Preferred Stock

  Sole Dispositive Power

  0

  Shared Dispositive Power

  7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuer’s Series A Convertible Preferred Stock

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuer’s Series A Convertible Preferred Stock

  Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (11):

  4.5% beneficial ownership of the Issuer’s common stock based on 164,697,598 shares of Common Stock outstanding as reported in the Issuer’s 10-Q dated November 3, 2020

  Type of Reporting Person (See Instructions):

  PN

  Name of Reporting Persons:

  Green Equity Investors Side VII, L.P.

  Check the Appropriate Box if a Member of a Group (See Instructions):

  (a)  ☒        (b)  ☐

  SEC Use Only:

  Source of Funds (See Instructions):

  WC

  Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  (7)  

  Sole Voting Power

  0

  Shared Voting Power

  7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuer’s Series A Convertible Preferred Stock

  Sole Dispositive Power

  0

  Shared Dispositive Power

  7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuer’s Series A Convertible Preferred Stock

(11)  

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuer’s Series A Convertible Preferred Stock

  Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (11):

  4.5% beneficial ownership of the Issuer’s common stock based on 164,697,598 shares of Common Stock outstanding as reported in the Issuer’s 10-Q dated November 3, 2020

  Type of Reporting Person (See Instructions):

  PN

  Name of Reporting Persons:

  LGP Associates VII-A LLC

  Check the Appropriate Box if a Member of a Group (See Instructions):

  (a)  ☒        (b)  ☐

  SEC Use Only:

  Source of Funds (See Instructions):

  WC

  Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  Delaware

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY EACH

REPORTING

PERSON
WITH:

  Sole Voting Power

  0

  Shared Voting Power

  7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuer’s Series A Convertible Preferred Stock

  Sole Dispositive Power

  0

  Shared Dispositive Power

  7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuer’s Series A Convertible Preferred Stock

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuer’s Series A Convertible Preferred Stock

  Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (11):

  4.5% beneficial ownership of the Issuer’s common stock based on 164,697,598 shares of Common Stock outstanding as reported in the Issuer’s 10-Q dated November 3, 2020

  Type of Reporting Person (See Instructions):

  OO (Limited Liability Company)

  Name of Reporting Persons:

  LGP Associates VII-B LLC

  Check the Appropriate Box if a Member of a Group (See Instructions):

  (a)  ☒        (b)  ☐

  SEC Use Only:

  Source of Funds (See Instructions):

  WC

  Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  Sole Voting Power

  0

  Shared Voting Power

  7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuer’s Series A Convertible Preferred Stock

  Sole Dispositive Power

  0

  Shared Dispositive Power

  7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuer’s Series A Convertible Preferred Stock

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuer’s Series A Convertible Preferred Stock

  Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (11):

  4.5% beneficial ownership of the Issuer’s common stock based on 164,697,598 shares of Common Stock outstanding as reported in the Issuer’s 10-Q dated November 3, 2020

  Type of Reporting Person (See Instructions):

  OO (Limited Liability Company)

  Name of Reporting Persons:

  GEI Capital VII, LLC

  Check the Appropriate Box if a Member of a Group (See Instructions):

  (a)  ☐        (b)  ☐

  SEC Use Only:

  Source of Funds (See Instructions):

  AF

  Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  Sole Voting Power

  0

  Shared Voting Power

  7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuer’s Series A Convertible Preferred Stock

  Sole Dispositive Power

  0

  Shared Dispositive Power

  7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuer’s Series A Convertible Preferred Stock

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuer’s Series A Convertible Preferred Stock

  Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (11):

  4.5% beneficial ownership of the Issuer’s common stock based on 164,697,598 shares of Common Stock outstanding as reported in the Issuer’s 10-Q dated November 3, 2020

  Type of Reporting Person (See Instructions):

  OO (Limited Liability Company)

  Name of Reporting Persons:

  Leonard Green & Partners, L.P.

  Check the Appropriate Box if a Member of a Group (See Instructions):

  (a)  ☐        (b)  ☐

  SEC Use Only:

  Source of Funds (See Instructions):

  AF

  Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  Sole Voting Power

  0

  Shared Voting Power

  7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuer’s Series A Convertible Preferred Stock

  Sole Dispositive Power

  0

  Shared Dispositive Power

  7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuer’s Series A Convertible Preferred Stock

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuer’s Series A Convertible Preferred Stock

  Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (11):

  4.5% beneficial ownership of the Issuer’s common stock based on 164,697,598 shares of Common Stock outstanding as reported in the Issuer’s 10-Q dated November 3, 2020

  Type of Reporting Person (See Instructions):

  PN

  Name of Reporting Persons:

  LGP Management, Inc.

  Check the Appropriate Box if a Member of a Group (See Instructions):

  (a)  ☐        (b)  ☐

  SEC Use Only:

  Source of Funds (See Instructions):

  AF

  Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  Sole Voting Power

  0

  Shared Voting Power

  7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuer’s Series A Convertible Preferred Stock

  Sole Dispositive Power

  0

  Shared Dispositive Power

  7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuer’s Series A Convertible Preferred Stock

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuer’s Series A Convertible Preferred Stock

  Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (11):

  4.5% beneficial ownership of the Issuer’s common stock based on 164,697,598 shares of Common Stock outstanding as reported in the Issuer’s 10-Q dated November 3, 2020

  Type of Reporting Person (See Instructions):

  CO

  Name of Reporting Persons:

  Peridot Coinvest Manager LLC

  Check the Appropriate Box if a Member of a Group (See Instructions):

  (a)  ☐        (b)  ☐

  SEC Use Only:

  Source of Funds (See Instructions):

  AF

  Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  Sole Voting Power

  0

  Shared Voting Power

  7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuer’s Series A Convertible Preferred Stock

  Sole Dispositive Power

  0

  Shared Dispositive Power

  7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuer’s Series A Convertible Preferred Stock

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuer’s Series A Convertible Preferred Stock

  Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (11):

  4.5% beneficial ownership of the Issuer’s common stock based on 164,697,598 shares of Common Stock outstanding as reported in the Issuer’s 10-Q dated November 3, 2020

  Type of Reporting Person (See Instructions):

  OO (Limited Liability Company)

  Name of Reporting Persons:.

  Peter Zippelius

  Check the Appropriate Box if a Member of a Group (See Instructions):

  (a)  ☐        (b)  ☐

  SEC Use Only:

  Source of Funds (See Instructions):

  AF

  Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  Sole Voting Power

  0

  Shared Voting Power

  7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuer’s Series A Convertible Preferred Stock

  Sole Dispositive Power

  0

  Shared Dispositive Power

  7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuer’s Series A Convertible Preferred Stock

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuer’s Series A Convertible Preferred Stock

  Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (11):

  4.5% beneficial ownership of the Issuer’s common stock based on 164,697,598 shares of Common Stock outstanding as reported in the Issuer’s 10-Q dated November 3, 2020

  Type of Reporting Person (See Instructions):

  IN

SECURITY AND ISSUER

IDENTITY AND BACKGROUND

As of the date of this statement, (i) GEI VII is the record owner of 171,928 Series A Preference Shares which are convertible into 3,495,489 shares of Common Stock, (ii) GEI Side VII is the record owner of 203,156 Series A Preference Shares which are convertible into 4,130,389 shares of Common Stock, (iii) Associates VII-A is the record owner of 972 Series A Preference Shares which are convertible into 19,761 shares of Common Stock, and (iv) Associates VII-B is the record owner of 8,721 Series A Preference Shares which are convertible into 177,307 shares of Common Stock.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

INTEREST IN SECURITIES OF THE ISSUER

Reporting Persons

Number of Shares
With Sole Voting
Power and Sole
Beneficial
Ownership

Shared Beneficial
Ownership
and Shared
Voting Power

GEI VII

GEI Side VII

Associates VII-A

Associates VII-B

Peter Zippelius

Other Reporting Persons

The following table sets forth all transactions with respect to shares of Common Stock effected during the past 60 days by any of the Reporting Persons. The following table includes an award of 2,125 shares of Common Stock underlying restricted stock units awarded to Mr. Zippelius in connection with his appointment as a member of the Issuer’s board of directors and comprise the regular, annual grant of restricted stock units (pro-rated to reflect a partial year of service) provided to non-management directors pursuant to the Issuer’s non-management director compensation package. Each restricted stock unit represents the right to receive one share of Common Stock. The shares will vest on the earlier of one year from the date of the award and the date of the Issuer’s fiscal year 2021 annual meeting of shareholders.

Reporting Person

Date of Transaction

Number of Shares
of Common Stock

Acquired/Sold

Not applicable.

As a result of the transactions described herein, on November 23, 2020, each of the Reporting Persons ceased to be a beneficial owner of more than five percent of the Common Stock of the Issuer. The filing of this Amendment No. 1 represents the final amendment to the Schedule 13D and constitutes an exist filing for the Reporting Persons.

Name

Position with LGPM

John G. Danhakl

Executive Vice President and Managing Partner