4//SEC Filing
TC Group VII S1, L.P. 4
Accession 0001493152-25-028785
CIK 0002046386other
Filed
Dec 21, 7:00 PM ET
Accepted
Dec 22, 4:30 PM ET
Size
29.3 KB
Accession
0001493152-25-028785
Insider Transaction Report
Form 4
Medline Inc.MDLN
TC Group VII S1, L.L.C.
10% Owner
Transactions
- Conversion
Class A Common Stock
2025-12-18+6,815,617→ 165,061,257 total(indirect: See footnotes) - Other
Class B Common Stock
2025-12-18−6,815,617→ 70,927,355 total(indirect: See footnotes) - Sale
Class A Common Stock
2025-12-18$29.00/sh−19,136,333$554,953,657→ 145,924,924 total(indirect: See footnotes) - Other
Class A Common Stock
2025-12-18−1,549,243→ 144,375,681 total(indirect: See footnotes) - Conversion
Common Units of Medline Holdings, LP
2025-12-18−6,815,617→ 70,927,355 total(indirect: See footnotes)→ Class A Common Stock (6,815,617 underlying)
TC Group VII S1, L.P.
10% Owner
Transactions
- Conversion
Class A Common Stock
2025-12-18+6,815,617→ 165,061,257 total(indirect: See footnotes) - Other
Class B Common Stock
2025-12-18−6,815,617→ 70,927,355 total(indirect: See footnotes) - Sale
Class A Common Stock
2025-12-18$29.00/sh−19,136,333$554,953,657→ 145,924,924 total(indirect: See footnotes) - Other
Class A Common Stock
2025-12-18−1,549,243→ 144,375,681 total(indirect: See footnotes) - Conversion
Common Units of Medline Holdings, LP
2025-12-18−6,815,617→ 70,927,355 total(indirect: See footnotes)→ Class A Common Stock (6,815,617 underlying)
TC Group VIII, L.L.C.
10% Owner
Transactions
- Conversion
Class A Common Stock
2025-12-18+6,815,617→ 165,061,257 total(indirect: See footnotes) - Other
Class B Common Stock
2025-12-18−6,815,617→ 70,927,355 total(indirect: See footnotes) - Sale
Class A Common Stock
2025-12-18$29.00/sh−19,136,333$554,953,657→ 145,924,924 total(indirect: See footnotes) - Other
Class A Common Stock
2025-12-18−1,549,243→ 144,375,681 total(indirect: See footnotes) - Conversion
Common Units of Medline Holdings, LP
2025-12-18−6,815,617→ 70,927,355 total(indirect: See footnotes)→ Class A Common Stock (6,815,617 underlying)
TC Group VIII, L.P.
10% Owner
Transactions
- Conversion
Class A Common Stock
2025-12-18+6,815,617→ 165,061,257 total(indirect: See footnotes) - Other
Class B Common Stock
2025-12-18−6,815,617→ 70,927,355 total(indirect: See footnotes) - Sale
Class A Common Stock
2025-12-18$29.00/sh−19,136,333$554,953,657→ 145,924,924 total(indirect: See footnotes) - Other
Class A Common Stock
2025-12-18−1,549,243→ 144,375,681 total(indirect: See footnotes) - Conversion
Common Units of Medline Holdings, LP
2025-12-18−6,815,617→ 70,927,355 total(indirect: See footnotes)→ Class A Common Stock (6,815,617 underlying)
TC Group VII Lux GP, S.a.r.l.
10% Owner
Transactions
- Conversion
Class A Common Stock
2025-12-18+6,815,617→ 165,061,257 total(indirect: See footnotes) - Other
Class B Common Stock
2025-12-18−6,815,617→ 70,927,355 total(indirect: See footnotes) - Sale
Class A Common Stock
2025-12-18$29.00/sh−19,136,333$554,953,657→ 145,924,924 total(indirect: See footnotes) - Other
Class A Common Stock
2025-12-18−1,549,243→ 144,375,681 total(indirect: See footnotes) - Conversion
Common Units of Medline Holdings, LP
2025-12-18−6,815,617→ 70,927,355 total(indirect: See footnotes)→ Class A Common Stock (6,815,617 underlying)
TC Group VIII Lux GP, S.a.r.l.
10% Owner
Transactions
- Conversion
Class A Common Stock
2025-12-18+6,815,617→ 165,061,257 total(indirect: See footnotes) - Other
Class B Common Stock
2025-12-18−6,815,617→ 70,927,355 total(indirect: See footnotes) - Sale
Class A Common Stock
2025-12-18$29.00/sh−19,136,333$554,953,657→ 145,924,924 total(indirect: See footnotes) - Other
Class A Common Stock
2025-12-18−1,549,243→ 144,375,681 total(indirect: See footnotes) - Conversion
Common Units of Medline Holdings, LP
2025-12-18−6,815,617→ 70,927,355 total(indirect: See footnotes)→ Class A Common Stock (6,815,617 underlying)
CPEP GP, LLC
10% Owner
Transactions
- Conversion
Class A Common Stock
2025-12-18+6,815,617→ 165,061,257 total(indirect: See footnotes) - Other
Class B Common Stock
2025-12-18−6,815,617→ 70,927,355 total(indirect: See footnotes) - Sale
Class A Common Stock
2025-12-18$29.00/sh−19,136,333$554,953,657→ 145,924,924 total(indirect: See footnotes) - Other
Class A Common Stock
2025-12-18−1,549,243→ 144,375,681 total(indirect: See footnotes) - Conversion
Common Units of Medline Holdings, LP
2025-12-18−6,815,617→ 70,927,355 total(indirect: See footnotes)→ Class A Common Stock (6,815,617 underlying)
Footnotes (8)
- [F1]Represents an exchange of common units of Medline Holdings, LP ("Common Units") to an equivalent number of shares of the Issuer's Class A common stock ("Class A Common Stock") held by CP Circle Holdings, L.P.
- [F2]Pursuant to the terms of an exchange agreement, dated as of December 16, 2025, holders have the right to exchange their Common Units for shares of Class A Common Stock 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.
- [F3]The Carlyle Group Inc., a publicly traded company listed on Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the managing member of TC Group VII S1, L.L.C., which is the general partner of TC Group VII S1, L.P., which is the general partner of each of Carlyle Mozart Coinvestment Holdings, L.P., CP VII Circle Holdings, L.P., CP VII Circle Holdings - A, L.P. and CP Circle Holdings, L.P. and the Delaware general partner of CP VII Circle AIF Holdings, S.C.Sp.
- [F4]CG Subsidiary Holdings L.L.C. is also the sole member of TC Group VIII, L.L.C., which is the general partner of TC Group VIII, L.P., which is the Delaware general partner of CP VIII Circle AIF Holdings, S.C.Sp. and the general partner of CP VIII Circle Holdings, L.P. TC Group Sub L.P. is also the general partner of TC Group VII Lux GP, S.a r.l., which is the Luxembourg general partner of CP VII Circle AIF Holdings, S.C.Sp. CG Subsidiary Holdings L.L.C. is also the sole shareholder of TC Group VIII Lux GP, S.a r.l., which is the Luxembourg general partner of CP VIII Circle AIF Holdings, S.C.Sp., and the managing member of CPEP GP, LLC, which is the general partner of CPEP Circle Holdings L.P.
- [F5]Represents a cancellation of shares of the Issuer's Class B common stock ("Class B Common Stock") held by CP Circle Holdings, L.P. as a result of an exchange of an equivalent number of Common Units to shares of Class A Common Stock. Shares of 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 Class A Common Stock, an equivalent number of shares of Class B Common Stock held by such holder will be automatically cancelled.
- [F6]Represents the following shares of Class A Common Stock sold: (i) 3,175,460 shares by Carlyle Mozart Coinvestment Holdings, L.P., (ii) 234,453 shares by CP VII Circle AIF Holdings, S.C.Sp., (iii) 5,607,937 shares by CP VII Circle Holdings, L.P., (iv) 25,788 shares of Class A Common Stock held by CP VII Circle Holdings - A, L.P., (v) 635,559 shares by CP VIII Circle AIF Holdings, S.C.Sp., (vi) 2,560,958 shares by CP VIII Circle Holdings, L.P., (vii) 80,561 shares by CPEP Circle Holdings L.P. and (viii) 6,815,617 shares by CP Circle Holdings, L.P.
- [F7]Represents a pro-rata distribution for no consideration by Carlyle Mozart Coinvestment Holdings, L.P. to its limited partner. Pursuant to the terms of a lock-up agreement, the limited partner is bound to certain restrictions on the shares distributed, as set forth therein.
- [F8]Following the transactions reported in this Form 4, includes (i) 49,176,441 shares of Class A Common Stock held by Carlyle Mozart Coinvestment Holdings, L.P., (ii) 2,440,275 shares of Class A Common Stock held by CP VII Circle AIF Holdings, S.C.Sp., (iii) 58,369,466 shares of Class A Common Stock held by CP VII Circle Holdings, L.P., (iv) 268,411 shares of Class A Common Stock held by CP VII Circle Holdings - A, L.P., (v) 6,615,133 shares of Class A Common Stock held by CP VIII Circle AIF Holdings, S.C.Sp., (vi) 26,655,381 shares of Class A Common Stock held by CP VIII Circle Holdings, L.P., (vii) 838,505 shares of Class A Common Stock held by CPEP Circle Holdings L.P. and (viii) 12,069 shares of Class A Common Stock and 70,927,355 Common Units and shares of Class B Common Stock held by CP Circle Holdings, L.P.
Documents
Issuer
Medline Inc.
CIK 0002046386
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001772631
Filing Metadata
- Form type
- 4
- Filed
- Dec 21, 7:00 PM ET
- Accepted
- Dec 22, 4:30 PM ET
- Size
- 29.3 KB