SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
CG Subsidiary Holdings L.L.C.
(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., N.W., SUITE 220S
(Street)
WASHINGTON DC 20004-2505
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Carlyle Credit Income Fund [ CCIF ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/28/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Shares of Beneficial Interest 08/28/2023 P 3,012,049 A $8.3 3,012,049 D(1)(4)
Shares of Beneficial Interest 08/28/2023 P 504,042 A $8.3 504,042 I See footnotes(1)(2)(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Contract to Purchase $8.3(3) 08/28/2023 P 1,303,187(3) 09/12/2023 09/12/2023 Shares of Beneficial Interest 1,303,187(3) $8.3(3) 1,303,187(3) I See footnotes(3)(4)
1. Name and Address of Reporting Person*
CG Subsidiary Holdings L.L.C.
(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., N.W., SUITE 220S
(Street)
WASHINGTON DC 20004-2505
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Group Inc.
(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., N.W., SUITE 220S
(Street)
WASHINGTON DC 20004-2505
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Holdings I GP Inc.
(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., N.W., SUITE 220S
(Street)
WASHINGTON DC 20004-2505
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Holdings I GP Sub L.L.C.
(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., N.W., SUITE 220S
(Street)
WASHINGTON DC 20004-2505
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Holdings I L.P.
(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., N.W., SUITE 220S
(Street)
WASHINGTON DC 20004-2505
(City) (State) (Zip)
Explanation of Responses:
1. On July 18, 2023, CG Subsidiary Holdings, L.L.C. ("CG Sub Holdings"), commenced a tender offer (as amended and supplemented from time to time, the "Tender Offer") to purchase up to $25,000,006.70 in value of outstanding shares of beneficial interest in the Issuer (the "Shares"). The Tender Offer expired at 11:59 P.M., New York City time, on August 28, 2023 (the "Expiration Date"). A total of approximately 7,477,489 Shares were validly tendered and not withdrawn in connection with the Tender Offer. CG Sub Holdings accepted for purchase 3,012,049 of such Shares. The price per Share paid by CG Sub Holdings was $8.30 (the "Offer Price"), which equaled the net asset value per Share on August 14, 2023 and calculated on the following day.
2. In connection with the Tender Offer and related transactions, CG Sub Holdings will purchase an additional 504,042 Shares from existing shareholders of the Issuer for the Offer Price. Such purchase is expected to close on September 12, 2023.
3. In connection with the Tender Offer and related transactions, CG Sub Holdings will purchase an additional number of newly issued Shares from the Issuer at a price equal to the greater of the Offer Price and the net asset value per Share on September 12, 2023 for a total purchase price of $10,816,451.40. The number of Shares reflected above is calculated assuming such purchase occurs at the Offer Price. To the extent the purchase price is greater than the Offer Price, a fewer number of Shares will be purchased.
4. The Carlyle Group Inc., which is a publicly traded entity 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 Sub Holdings (each of the foregoing entities, the "Carlyle Entities"). Each of the Carlyle Entities may be deemed to share beneficial ownership of the securities beneficially owned by CG Sub Holdings. Each of them disclaims beneficial ownership of such securities, except to the extent of their pecuniary interest therein.
Remarks:
CG SUBSIDIARY HOLDINGS L.L.C. By: /s/ Jeffrey W. Ferguson Name: Jeffrey W. Ferguson Title: Managing Director 08/30/2023
THE CARLYLE GROUP INC. By: /s/ Jeffrey W. Ferguson Name: Jeffrey W. Ferguson Title: General Counsel 08/30/2023
CARLYLE HOLDINGS I GP INC. By: /s/ Jeffrey W. Ferguson Name: Jeffrey W. Ferguson Title: Managing Director and General Counsel 08/30/2023
CARLYLE HOLDINGS I GP SUB L.L.C. By: /s/ Jeffrey W. Ferguson Name: Jeffrey W. Ferguson Title: Managing Director and General Counsel 08/30/2023
CARLYLE HOLDINGS I L.P. By: /s/ Jeffrey W. Ferguson Name: Jeffrey W. Ferguson Title: Managing Director 08/30/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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