Filing Details
- Accession Number:
- 0001193125-24-138290
- Form Type:
- 13D Filing
- Publication Date:
- 2024-05-13 20:00:00
- Filed By:
- Carlyle Group Inc.
- Company:
- Quidelortho Corp
- Filing Date:
- 2024-05-14
- SEC Url:
- 13D Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
QuidelOrtho Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
219798105
(CUSIP Number)
Jeffrey Ferguson
The Carlyle Group
1001 Pennsylvania Avenue, NW
Suite 220 South
Washington, D.C. 20004
(202) 729-5626
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 12, 2024
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 219798105 | 13D | Page 1 of 4 pages |
Explanatory Note
This Amendment No. 1 to Schedule 13D (this Amendment No. 1) amends and supplements the statement on Schedule 13D filed with the United States Securities and Exchange Commission on June 6, 2022 (the Schedule 13D), relating to the common stock, par value $0.001 per share (the Common Stock), of QuidelOrtho Corporation, a Delaware corporation (the Issuer), whose principal executive office is located at 9975 Summers Ridge Road, San Diego, California 92121. Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended and supplemented with the following:
The 10b5-1 Plan
On May 12, 2024, Carlyle Partners VI Cayman Holdings, L.P. terminated an existing 10b5-1 trading plan and entered into a new 10b5-1 plan (the 10b-5 Plan), pursuant to which Carlyle Partners VI Cayman Holdings, L.P. may make periodic sales of up to 4,200,000 shares of Common Stock. The amount and timing of sales pursuant to the 10b5-1 Plan, if any, may vary.
The foregoing description of the 10b5-1 Plan is qualified in its entirety by reference to the full text of the 10b5-1 Plan, which is filed as an exhibit to this Schedule 13D and incorporated by reference herein.
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 of the Schedule 13D is hereby amended and supplemented with the following:
Item 4 above summarizes certain provisions of the 10b5-1 Plan and is incorporated herein by reference. A copy of the 10b5-1 Plan is filed as an exhibit to this Schedule 13D, and is incorporated herein by reference.
Except as set forth herein, none of the Reporting Persons or Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
CUSIP No. 219798105 | 13D | Page 2 of 4 pages |
Item 7. | Materials to be Filed as Exhibits |
Item 7 of the Schedule 13D is hereby amended and supplemented with the following:
Exhibit Number | Description | |
3 | Power of Attorney. | |
4 | 10b5-1 Plan, dated May 12, 2024. |
CUSIP No. 219798105 | 13D | Page 3 of 4 pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: May 14, 2024
The Carlyle Group Inc. | ||
By: | /s/ Anne Frederick, attorney-in-fact | |
Name: | John C. Redett | |
Title: | Chief Financial Officer | |
Carlyle Holdings II GP L.L.C. | ||
By: The Carlyle Group Inc., its sole member | ||
By: | /s/ Anne Frederick, attorney-in-fact | |
Name: | John C. Redett | |
Title: | Chief Financial Officer | |
Carlyle Holdings II L.L.C. | ||
By: | /s/ Anne Frederick, attorney-in-fact | |
Name: | John C. Redett | |
Title: | Managing Director | |
CG Subsidiary Holdings L.L.C. | ||
By: | /s/ Anne Frederick, attorney-in-fact | |
Name: | John C. Redett | |
Title: | Managing Director | |
TC Group Cayman Investment Holdings, L.P. | ||
By: CG Subsidiary Holdings L.L.C., its general partner | ||
By: | /s/ Anne Frederick, attorney-in-fact | |
Name: | John C. Redett | |
Title: | Managing Director |
CUSIP No. 219798105 | 13D | Page 4 of 4 pages |
TC Group Cayman Investment Holdings Sub L.P. | ||
By: TC Group Cayman Investment Holdings, L.P., its general partner | ||
By: CG Subsidiary Holdings L.L.C., its general partner | ||
By: | /s/ Anne Frederick, attorney-in-fact | |
Name: | John C. Redett | |
Title: | Managing Director | |
TC Group VI Cayman, L.L.C. | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person | |
TC Group VI Cayman, L.P. | ||
By: TC Group VI Cayman, L.L.C., its general partner | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person | |
Carlyle Partners VI Cayman Holdings, L.P. | ||
By: TC Group VI Cayman, L.P., its general partner | ||
By: TC Group VI Cayman, L.L.C., its general partner | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person |