4//SEC Filing
Carlyle Mozart Coinvestment Holdings, L.P. 4
Accession 0001493152-26-003096
CIK 0002046386other
Filed
Jan 20, 7:00 PM ET
Accepted
Jan 21, 4:30 PM ET
Size
16.8 KB
Accession
0001493152-26-003096
Research Summary
AI-generated summary of this filing
Medline (MDLN) Carlyle 10% Owners Transfer Large Stakes
What Happened
- Two Carlyle-affiliated entities — Carlyle Mozart Coinvestment Holdings, L.P. and CP Circle Holdings, L.P. — (each a reported 10% owner) reported dispositions on Jan 16, 2026. Each entity recorded transfers of the following securities: 17,636,833 shares, 9,454 shares, and two entries of 55,557,381 shares (one of those entries reported as a derivative). Each entity’s reported disposals total ~128,761,049 shares; combined transfers equal ~257,522,098 shares.
- No price is reported (N/A). Footnotes state these were transfers to affiliated entities for no consideration and that the transferees are subject to lock‑up restrictions. These were not open‑market sales.
Key Details
- Transaction date: 2026-01-16; Form 4 filed: 2026-01-21 (appears filed one business day late).
- Price: N/A (transfers for no consideration per footnotes).
- Shares transferred per entity: ~128,761,049 shares (see breakdown above); combined transfers ~257,522,098 shares.
- Shares owned after transaction: refer to footnotes F2 and F5 (the filing indicates post‑transfer holdings but the precise residual totals are noted in those footnotes).
- Notable footnotes:
- F1/F4: Transfers were to affiliated entities for no consideration and those transferees are bound by a lock‑up agreement.
- F3: Complex Carlyle ownership chain — The Carlyle Group Inc. is ultimate public owner of the controlling entities for these reporting persons.
- F6/F7: Some transferred interests involve Common Units and associated Class B shares (Class B have one vote each and no economic value); Common Units are exchangeable into Class A shares one‑for‑one under an exchange agreement.
- Remarks: The reporting persons said future Section 16 filings will be joint with numerous Carlyle-related entities (listed in the filing).
Context
- These filings reflect institutional reorganization/transfers among affiliated Carlyle entities rather than purchases or open‑market sales by company insiders. Such transfers for no consideration (with lock‑ups) often reflect internal structuring, not a market sale indicating sentiment.
- The derivative line likely reflects transfers related to Common Units/Class B shares or equivalent derivative interests (see F6/F7)—not an option exercise or cash sale.
Insider Transaction Report
Form 4
Medline Inc.MDLN
Transactions
- Other
Class A Common Stock
[F1][F2][F3]2026-01-16−17,636,833→ 31,539,608 total(indirect: See footnote) - Other
Class A Common Stock
[F4][F5][F3]2026-01-16−9,454→ 2,615 total(indirect: See footnote) - Other
Class B Common Stock
[F6][F4][F5][F3]2026-01-16−55,557,381→ 15,369,974 total(indirect: See footnote) - Other
Common Units of Medline Holdings, LP
[F7][F4][F5][F3]2026-01-16−55,557,381→ 15,369,974 total(indirect: See footnote)→ Class A Common Stock (55,557,381 underlying)
Footnotes (7)
- [F1]Reflects a transfer of shares of Class A Common Stock held by Carlyle Mozart Coinvestment Holdings, L.P. to an affiliated entity for no consideration. Pursuant to the terms of a lock-up agreement, the affiliated entity is bound to certain restrictions on the securities transferred, as set forth therein.
- [F2]Reflects the shares of Class A Common Stock held by Carlyle Mozart Coinvestment Holdings, L.P. following the transfer of securities reported herein.
- [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. and CP Circle Holdings, L.P.
- [F4]Reflects a transfer of shares of Class A Common Stock and Common Units and corresponding number of shares of Class B Common Stock held by CP Circle Holdings, L.P. to an affiliated entity for no consideration. Pursuant to the terms of a lock-up agreement, the affiliated entity is bound to certain restrictions on the securities transferred, as set forth therein.
- [F5]Reflects the shares of Class A Common Stock and Common Units and corresponding number of shares of Class B Common Stock held by CP Circle Holdings, L.P. following the transfer of securities reported herein.
- [F6]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.
- [F7]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.
Documents
Issuer
Medline Inc.
CIK 0002046386
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001878065
Filing Metadata
- Form type
- 4
- Filed
- Jan 20, 7:00 PM ET
- Accepted
- Jan 21, 4:30 PM ET
- Size
- 16.8 KB