FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

CG Subsidiary Holdings L.L.C.
2. Date of Event Requiring Statement (MM/DD/YYYY)
1/1/2020 

3. Issuer Name and Ticker or Trading Symbol

CommScope Holding Company, Inc. [COMM]
(Last)        (First)        (Middle)

C/O THE CARLYLE GROUP, 1001, PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          ___X___ 10% Owner
_____ Officer (give title below)        _____ Other (specify below)
(Street)

WASHINGTON, DC 20004-2505      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

6. Individual or Joint/Group Filing(Check Applicable Line)

_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Series A Convertible Preferred Stock  (1) (1)Common Stock 36363600  (1)I See footnotes (2)(3)(4)

Explanation of Responses:
(1) The number of shares of common stock of CommScope Holding Company, Inc. (the "Issuer"), having par value of $0.01 per share (the "Common Stock"), deliverable upon conversion of each share of Series A Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock"), is initially equal to 36.3636 shares, subject to customary anti-dilution adjustments. The Preferred Stock is convertible at any time and has no stated maturity. The Preferred Stock will remain outstanding indefinitely unless converted, repurchased or redeemed by the Issuer. The Issuer may mandatorily convert the Preferred Stock into Common Stock at any time after the three-year anniversary of the issuance, if certain conditions are met.
(2) Following an internal reorganization and by reason of the relationships described below, the reporting person may be deemed to share beneficial ownership of the securities reported herein. The reporting person disclaims beneficial ownership of any such securities, except to the extent of its pecuniary interest therein.
(3) Carlyle Partners VII S1 Holdings, L.P. is the record holder of the securities reported herein.
(4) Carlyle Group Management L.L.C. holds an irrevocable proxy to vote a majority of the shares of The Carlyle Group Inc., which is a publicly traded entity listed on NASDAQ. The Carlyle Group Inc. is the sole shareholder of Carlyle Holdings I GP Inc., which is the managing 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 sole 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 Carlyle Partners VII S1 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 VII S1 Holdings, L.P.

Remarks:
Exhibit 24 -Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
CG Subsidiary Holdings L.L.C.
C/O THE CARLYLE GROUP, 1001
PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH
WASHINGTON, DC 20004-2505

X


Signatures
CG Subsidiary Holdings L.L.C., By: Carlyle Holdings I L.P., its managing member, By: /s/ Anne Frederick, attorney-in-fact for Curtis L. Buser, Chief Financial Officer1/13/2020
**Signature of Reporting PersonDate

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