TC Form 4 Change in insider ownership

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Carlyle Group Inc.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE., NW

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
StandardAero, Inc. [ SARO ]

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)
10/03/2024

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	10/03/2024		S		12,849,448	D	$22.74	210,190,466	I	See Footnotes⁽¹⁾⁽²⁾

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^*

Carlyle Group Inc.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE., NW

(Street)

WASHINGTON

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., NW, SUITE 220 S

(Street)

WASHINGTON

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., NW, SUITE 220 S

(Street)

WASHINGTON

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., NW, SUITE 220 S

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CG Subsidiary Holdings L.L.C.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE., NW, SUITE 220 S

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TC Group, LLC

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE., NW, SUITE 220 S

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TC Group Sub L.P.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE., NW, SUITE 220 S

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TC Group VII S1, L.L.C.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE., NW, SUITE 220 S

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TC Group VII S1, L.P.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE., NW, SUITE 220 S

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Carlyle Partners VII S1 Holdings II, L.P.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE., NW, SUITE 220 S

(Street)

WASHINGTON

20004-2505

(City)

(State)

(Zip)

Explanation of Responses:

1. Carlyle Partners VII S1 Holdings II, L.P. ("Carlyle Partners VII") is the record holder of the securities reported herein.

2. 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 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 Carlyle Partners VII. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Carlyle Partners VII. Each of them disclaims any such beneficial ownership except to the extent of their pecuniary interest therein, if any.

	The Carlyle Group Inc., By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Chief Financial Officer	10/07/2024
	Carlyle Holdings I GP Inc., By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director and Chief Financial Officer	10/07/2024
	Carlyle Holdings I GP Sub L.L.C., By: Carlyle Holdings I GP Inc., its sole member, By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director and Chief Financial Officer	10/07/2024
	Carlyle Holdings I L.P., By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director	10/07/2024
	CG Subsidiary Holdings L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director	10/07/2024
	TC Group, L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director	10/07/2024
	TC Group Sub L.P., By: TC Group, L.L.C., its general partner, By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director	10/07/2024
	TC Group VII S1, L.L.C., By: /s/ Jeremy W. Anderson, Vice President	10/07/2024
	TC Group VII S1, L.P., By: TC Group VII S1, L.L.C., its general partner, By: /s/ Jeremy W. Anderson, Vice President	10/07/2024
	Carlyle Partners VII S1 Holdings II, L.P., By: TC Group VII S1, L.P., its general partner, By: TC Group VII S1, L.L.C., its general partner, By: /s/ Jeremy W. Anderson, Vice President	10/07/2024
	** 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.

TC Form 4Change in insider ownership