HFCP X (Parallel-A), L.P. 4
4 · Medline Inc. · Filed Mar 6, 2026
Research Summary
AI-generated summary of this filing
Medline (MDLN): Hellman & Friedman Converts 15.18M Units to Shares
What Happened
- Hellman & Friedman Capital Partners X (Parallel), L.P. — reported as a 10% holder — reported conversions of Medline common units into Class A common stock on March 4 and March 5, 2026. The filings show conversions/acquisitions of 13,198,914 shares on 3/4/2026 and 1,979,837 shares on 3/5/2026, for a total of 15,178,751 shares. No per-share price or cash consideration is reported (price = N/A). The transactions also note automatic cancellation of an equivalent number of Class B common shares upon these exchanges.
Key Details
- Transaction dates: March 4, 2026 (13,198,914 shares) and March 5, 2026 (1,979,837 shares).
- Transaction types/codes: C = conversion of derivative security; J = other acquisition/disposition; derivative disposition entries reflect cancellation of Class B shares.
- Price/Value: Not reported (N/A).
- Shares owned after transaction: Not specified in the provided text; the reporting persons disclaim beneficial ownership except to the extent of any pecuniary interest.
- Notable footnotes:
- Holders have a perpetual right to exchange Medline Holdings LP common units 1-for-1 for Class A shares (F1).
- Mend Investment Holdings I, L.P. executed the actual exchanges on Mar 4 and Mar 5, and equivalent Class B shares were automatically cancelled (F2, F6).
- Complex ownership structure: Hellman & Friedman entities and related GPs manage voting/investment discretion; members disclaim beneficial ownership beyond pecuniary interests (F3–F5).
- Filing timeliness: Form 4 filed 2026-03-06 for transactions on 3/4 and 3/5; this appears to be filed within the standard Section 16 reporting window (not marked late).
Context
- This was a structural conversion/exchange of partnership/common unit interests into publicly traded Class A shares — not an open-market buy or sale. For retail investors, conversions like this typically reflect holders exercising contractual exchange rights (here, 1:1 unit-to-share) and the automatic cancellation of legacy Class B shares, rather than a signal of an insider buying or dumping stock. Because the reporting persons are an institutional 10% holder with layered GP relationships, the filing includes disclaimers of beneficial ownership except for any pecuniary interest.
Insider Transaction Report
Form 4
Medline Inc.MDLN
Transactions
- Conversion
Class A Common Stock
[F1][F2][F3][F4]2026-03-04+13,198,914→ 13,218,224 total(indirect: By Mend Investment Holdings I, L.P.) - Other
Class B Common Stock
[F2][F5][F3][F4]2026-03-04−13,198,914→ 102,590,053 total(indirect: By Mend Investment Holdings I, L.P.) - Conversion
Class A Common Stock
[F1][F6][F5][F3][F4]2026-03-05+1,979,837→ 15,198,061 total(indirect: By Mend Investment Holdings I, L.P.) - Other
Class B Common Stock
[F5][F6][F3][F4]2026-03-05−1,979,837→ 100,610,216 total(indirect: By Mend Investment Holdings I, L.P.) - Conversion
Common Units
[F1][F2][F3]2026-03-04−13,198,914→ 102,590,053 total(indirect: By Mend Investment Holdings I, L.P.)→ Class A Common Stock (13,198,914 underlying) - Conversion
Common Units
[F1][F6][F2][F3]2026-03-05−1,979,837→ 100,610,216 total(indirect: By Mend Investment Holdings I, L.P.)→ Class A Common Stock (1,979,837 underlying)
Holdings
- 85,733,022(indirect: By Hellman & Friedman Capital Partners X (Parallel), L.P.)
Class A Common Stock
[F3][F4] - 8,955,577(indirect: By HFCP X (Parallel - A), L.P.)
Class A Common Stock
[F3][F4] - 4,806,160(indirect: By Mend Partners II, L.P.)
Class A Common Stock
[F3][F4]
Footnotes (6)
- [F1]Pursuant to the terms of an exchange agreement, dated as of December 16, 2025, holders have the right to exchange the common units of Medline Holdings, LP ("Common Units") for shares of Class A common stock ("Class A Common Stock") of Medline Inc. (the "Issuer"), on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. These exchange rights do not expire
- [F2]On March 4, 2026, Mend Investment Holdings I, L.P. exchanged 13,198,914 Common Units for an equal number of shares of Class A Common Stock and the Issuer automatically cancelled an equivalent number of shares of the Class B common stock ("Class B Common Stock") of the Issuer held by Mend Investment Holdings I, L.P.
- [F3]Hellman & Friedman Investors X, L.P. ("Investors X GP") is the general partner of Hellman & Friedman Capital Partners X (Parallel), L.P. and HFCP X (Parallel - A), L.P. Mend Partners GP, LLC ("Mend GP") is the general partner of Mend Partners II, L.P. Investors X GP is the managing member of Mend GP. Mend Investment Holdings GP, LLC ("Mend Investment GP") is the general partner of Mend Investment Holdings I, L.P. Hellman & Friedman Capital Partners X, L.P. ("HFCP X") is the managing member of Mend Investment GP. Investors X GP is the general partner of HFCP X. H&F Corporate Investors X, Ltd. ("Investors X Ltd.") is the general partner of Investors X GP.
- [F4](Continued from footnote 3) A three-member board of directors of Investors X Ltd. has voting and investment discretion over the securities held by Hellman & Friedman Capital Partners X (Parallel), L.P., HFCP X (Parallel - A), Mend Partners II, L.P., and Mend Investment Holdings I, L.P. Each of the members of the board of directors of Investors X Ltd. disclaims beneficial ownership of such shares.
- [F5]Shares of the Class B Common Stock have no economic value and have one vote per share. One share of Class B Common Stock is issued for each Common Unit held. Upon an exchange of Common Units for shares of the Class A common stock, an equivalent number of shares of Class B Common Stock held by such holder will be automatically cancelled.
- [F6]On March 5, 2026, Mend Investment Holdings I, L.P. exchanged 1,979,837 Common Units for an equal number of shares of Class A Common Stock and the Issuer automatically cancelled an equivalent number of shares of the Class B Common Stoc held by Mend Investment Holdings I, L.P.