Complete Solaria Form 4 / CRSEF Solis Aggregator, S.C.Sp. Carlyle ownership change

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).

1. Name and Address of Reporting Person^*

CRSEF Solis Holdings, L.L.C.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP INC.

1001 PENNSYLVANIA AVE. NW, SUITE 220 S

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Complete Solaria, Inc. [ CSLR ]

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)
10/17/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/17/2024		S⁽¹⁾		250,000	D	$2.329⁽²⁾	2,155,461	I	See footnote⁽³⁾⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

CRSEF Solis Holdings, L.L.C.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP INC.

1001 PENNSYLVANIA AVE. NW, SUITE 220 S

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CRSEF Lux GP S.a r.l.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP INC.

2, AVENUE CHARLES DE GAULLE

(Street)

L-1653 LUXEMBOURG

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Carlyle Holdings II GP L.L.C.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP INC.

1001 PENNSYLVANIA AVE. NW, SUITE 220 S

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Carlyle Holdings II L.L.C.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP INC.

1001 PENNSYLVANIA AVE. NW, SUITE 220 S

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TC Group Cayman Investment Holdings, L.P.

(Last)

(First)

(Middle)

C/O WALKERS CORPORATE LIMITED

190 ELGIN AVENUE

(Street)

GEORGE TOWN, GRAND CAYMAN

KY1-9008

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TC Group Cayman Investment Holdings Sub L.P.

(Last)

(First)

(Middle)

C/O WALKERS CORPORATE LIMITED

190 ELGIN AVENUE

(Street)

GEORGE TOWN, GRAND CAYMAN

KY1-9008

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CRSEF GP, L.L.C.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP INC.

1001 PENNSYLVANIA AVE. NW, SUITE 220 S

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CRSEF Managing GP, L.P.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP INC.

1001 PENNSYLVANIA AVE. NW, SUITE 220 S

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Carlyle CRSEF Solis Aggregator, S.C.Sp.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP INC.

2, AVENUE CHARLES DE GAULLE

(Street)

L-1653 LUXEMBOURG

(City)

(State)

(Zip)

Explanation of Responses:

1. The sales reported herein were effected pursuant to a Rule 10b5-1 plan adopted by CRSEF Solis Holdings, L.L.C. on September 6, 2024.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.27 to $2.41, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

3. 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 managed by CRSEF Lux GP S.a r.l., 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 sole shareholder of CRSEF Lux GP S.a r.l., which is a general partner of Carlyle CRSEF Solis Aggregator, S.C.Sp.

4. The Carlyle Group Inc. is also the sole member of Carlyle Holdings II GP L.L.C., which is the managing member of Carlyle Holdings II L.L.C., which, with respect to the securities managed by CRSEF Managing GP, L.P., is the managing member of CG Subsidiary Holdings L.L.C., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the sole member of CRSEF GP, L.L.C., which is the general partner of CRSEF Managing GP, L.P., which is also a general partner of Carlyle CRSEF Solis Aggregator, S.C.Sp. Carlyle CRSEF Solis Aggregator, S.C.Sp. is the managing member of CRSEF Solis Holdings, L.L.C. Accordingly, each of the entities named herein may be deemed to share beneficial ownership of the securities held of record by CRSEF Solis Holdings, L.L.C. Each of them disclaims any such beneficial ownership except to the extent of their pecuniary interest therein, if any.

Remarks:

Due to the limitations of the electronic filing system, each of The Carlyle Group Inc., Carlyle Holdings I GP Inc., Carlyle Holdings I GP Sub L.L.C., Carlyle Holdings I L.P., CG Subsidiary Holdings L.L.C., TC Group, L.L.C., and TC Group Sub L.P. are filing a separate Form 4.

	CRSEF Lux GP S.a r.l., By: /s/ Daniel Fischbach, Manager and By: /s/ Sabine Belair, Manager	10/21/2024
	Carlyle Holdings II GP L.L.C., By: The Carlyle Group Inc., its sole member, By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Chief Financial Officer	10/21/2024
	Carlyle Holdings II L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director	10/21/2024
	TC Group Cayman Investment Holdings, L.P., By: CG Subsidiary Holdings L.L.C., its general partner, By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director	10/21/2024
	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 for John C. Redett, Managing Director	10/21/2024
	CRSEF GP, L.L.C., By: /s/ Sanket Patel, Vice President	10/21/2024
	CRSEF Managing GP, L.P., By: CRSEF GP, L.L.C., By: /s/ Sanket Patel, Vice President	10/21/2024
	Carlyle CRSEF Solis Aggregator, S.C.Sp. By: CRSEF Managing GP, L.P., its GP, By: CRSEF GP, L.L.C., its GP, By: /s/ Sanket Patel, VP and by: CRSEF Lux GP S.a r.l., its GP, By:/s/ Daniel Fischbach, Manager and By: /s/ Sabine Belair, Manager	10/21/2024
	CRSEF Solis Holdings, L.L.C., By Carlyle CRSEF Solis Aggregator, SCSp, By CRSEF Managing GP, L.P., its GP, By CRSEF GP, L.L.C., its GP, By /s/ Sanket Patel, VP, and by CRSEF Lux GP Sarl, its GP, By/s/ Daniel Fischbach and By/s/ Sabine Belair, its Managers	10/21/2024
	** 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.

Complete Solaria (CSLR) Form 4Complete Solaria / CRSEF Solis Aggregator, S.C.Sp. Carlyle ownership change