UNITED STATES SECURITIES AND EXCHANGE COMMISSION ----------------------
FORM 4 Washington, D.C. 20549 | OMB APPROVAL |
|---------------------|
| OMB Number: |
{} Check this box if STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES | 3235-0287 |
no longer subject to | Expires: |
Section 16. Form 4 or | November 30, 2011 |
Form 5 obligations may | Estimated average |
continue. See Instruction | burden hours per |
1(b). | response 0.5 |
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section -----------------------
17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the
(Print or Type Responses) Investment Company Act of 1940
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|1. Name and Address of | 2. Issuer Name and Ticker or Trading Symbol | 5. Relationship of Reporting Person(s) |
| Reporting Person* | | to Issuer (Check all applicable) |
|Carlyle Group Inc. |Jasper Therapeutics, Inc. JSPR | _____ Director _____ 10% Owner |
| | | _____ Officer _____ Other |
|--------------------------|---------------------------------------------------|
|(Last) (First) (Middle)|3. Date of Earliest Transaction (Month/Day/Year) | (give title below) (specify below)|
| | 02-08-2024 | Former 10% Owner |
|C/O THE CARLYLE GROUP,1001|---------------------------------------------------| |
| PENNSYLVANIA AVE. NW, SUI| | |
| (Street) |4.If Amendment, Date Original Filed(Month/Day/Year)|-------------------------------------------------|
| | | 6. Individual or Joint/Group Filing |
|WASHINGTON - DC - 20004-25| | (Check Applicable Line) |
| 05 | | ___ Form filed by One Reporting Person |
| | | _X_ Form filed by More than One |
| (City) (State) (Zip) | | Reporting Person |
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Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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| 1. | 2. | 2a. | 3. | 4. | 5. | 6. | 7. |
| Title of | Trans- | Deemed | Transaction | Securities Acquired | Amount of Sec | Ownership | Nature of |
| Security | action | Execut. | Code | (A) or Disposed of (D) | Beneficially | Form: | Indirect |
| (Instr. 3) | Date | Date | (Instr. 8) | (Instr. 3, 4 and 5) |Owned Following| Direct | Beneficial |
| |----------|----------|---------|----|----------|-----|--------| Transaction(s)| (D) or | Ownership |
| | (Month/ | (Month/ | | | | (A) | | | Indirect | (Instr. 4) |
| | Day/ | Day/ | | | | or | | (Instr. 3 and | (I) | |
| | Year) | Year) | Code | V | Amount | (D) | Price | 4) | Instr. 4) | |
---------------------------------------------------------------------------------|-----------------------------------------------
|Voting Common Sto|02-08-2024| |P | |190,000 |A |$12.95 |1,066,189 |I |See footnotes |
|ck | | | | | | | | | | |
| | | | | | | | |#1 | |#2 #3 |
|--------------------------------------------------------------------------------|-----------------------------------------------|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|1. |2. | 3. | 3a. |4. | 5. | 6. | 7. |8. |9. |10. |11. |
|Title of|Conver- | Trans- | Deemed |Trans- | Number of | Date | Title and |Price |Number |Owner- |Nature of|
|Deriv- |sion or | action | Execu. |action | Deriv- | Exercisable | Amount of |of |of |ship |Indirect |
|ative |Exercise| Date | Date |Code | ative | and Expira- | Underlying |Deriv- |Deriv- |Form |Benefici.|
|Security|Price of| (Month/ | (Month/ |(Instr.| Securities | tion Date | Securities |ative |ative |of |Ownership|
|(Instr. |Deriv- | Day/ | Day/ |8) | Acquired | (Month/Day/ | (Instr. 3 |Secur- |Secur- |Deriv- |(Instr. 4|
| 3) |ative | Year) | Year) | | (A) or | Year) | and 4) |ity |ities |ative | |
| |Security| | | | Disposed of |----------------|--------------|(Instr.|Bene- |Secur- | |
| | | | |-------| (D) (Instr. | | | | | 5) |ficially|ity | |
| | | | | | | 3, 4 and 5) | | | |Amount | |Owned |Direct | |
| | | | | | |--------------| | | |or | |folowing|(D) or | |
| | | | | | | | |Date |Expira- | |Number | |reported|Indirect| |
| | | | | | | | |Exer- |tion | |of | |tran.(s)|(I) | |
| | | | |Code| V| (A) | (D) |cisable|Date |Title |Shares | |(Inst.4)|Instr. 4| |
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+----------------------------------------------------------------------------------+
| | Relationships |
| Reporting Owner Name / Address +----------+----------+----------+-------- -+
| | Director |10% Owner | Officer | Other |
+--------------------------------------+----------+----------+----------+----------+
|Carlyle Group Inc. | . | . | |Former 10%|
| | | | | Owner |
|C/O THE CARLYLE GROUP | | | | |
|1001 PENNSYLVANIA AVE. NW, SUITE 220S | | | | |
|WASHINGTON DC 20004-2505 | | | | |
|--------------------------------------+----------+----------+----------+----------|
|Carlyle Holdings I GP Inc. | . | . | | |
|C/O THE CARLYLE GROUP | | | | |
|1001 PENNSYLVANIA AVE. NW, SUITE 220S | | | | |
|WASHINGTON DC 20004-2505 | | | | |
|--------------------------------------+----------+----------+----------+----------|
|Carlyle Holdings I GP Sub L.L.C. | . | . | | |
|C/O THE CARLYLE GROUP | | | | |
|1001 PENNSYLVANIA AVE. NW, SUITE 220S | | | | |
|WASHINGTON DC 20004-2505 | | | | |
|--------------------------------------+----------+----------+----------+----------|
|Carlyle Holdings I L.P. | . | . | | |
|C/O THE CARLYLE GROUP | | | | |
|1001 PENNSYLVANIA AVE. NW, SUITE 220S | | | | |
|WASHINGTON DC 20004-2505 | | | | |
|--------------------------------------+----------+----------+----------+----------|
|CG Subsidiary Holdings L.L.C. | . | . | | |
|C/O THE CARLYLE GROUP | | | | |
|1001 PENNSYLVANIA AVE. NW, SUITE 220S | | | | |
|WASHINGTON DC 20004-2505 | | | | |
|--------------------------------------+----------+----------+----------+----------|
|TC Group, LLC | . | . | | |
|C/O THE CARLYLE GROUP | | | | |
|1001 PENNSYLVANIA AVE. NW, SUITE 220S | | | | |
|WASHINGTON DC 20004-2505 | | | | |
|--------------------------------------+----------+----------+----------+----------|
|Carlyle Investment Management LLC | . | . | | |
|C/O THE CARLYLE GROUP | | | | |
|1001 PENNSYLVANIA AVE. NW, SUITE 220S | | | | |
|WASHINGTON DC 20004-2505 | | | | |
|--------------------------------------+----------+----------+----------+----------|
|Carlyle Genesis UK LLC | . | . | | |
|C/O THE CARLYLE GROUP | | | | |
|1001 PENNSYLVANIA AVE. NW, SUITE 220S | | | | |
|WASHINGTON DC 20004-2505 | | | | |
|--------------------------------------+----------+----------+----------+----------|
|Abingworth LLP | . | . | | |
|38 JERMYN STREET | | | | |
|LONDON, ENGLAND X0 SW1Y 6DN | | | | |
|--------------------------------------+----------+----------+----------+----------|
|Abingworth Bioventures VII LP | . | . | | |
|38 JERMYN STREET | | | | |
|LONDON, ENGLAND X0 SW1Y 6DN | | | | |
|--------------------------------------+----------+----------+----------+----------|
Explanation of Responses:
1 The amount of Voting Common Stock reported herein reflects a 1-for-10 reverse stock
split effected by the Issuer on January 4, 2024.
2 Reflects securities held of record by Abingworth Bioventures VII LP ("ABV VII"). AB
V VII has delegated to Abingworth LLP all investment and dispositive power over the s
ecurities held of record by ABV VII.
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 H
oldings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., whi
ch, with respect to the securities reported herein, is the managing member of CG Subs
idiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is th
e managing member of Carlyle Investment Management, L.L.C., which is the sole member
of Carlyle Genesis UK LLC, which is the principal member of Abingworth LLP. According
ly, each of the foregoing entities may be deemed to share beneficial ownership of the
securities held of record by ABV VII, but each disclaims beneficial ownership of suc
h securities except to the extent of their pecuniary interest therein, if any.
Remarks:
Exhibit 24 - Power of Attorney.
Signatures
The Carlyle Group Inc., By: /s/ Anne Frederick, Attorney-in- / 02-12-2024
fact for John C. Redett, Chief Financial Officer
Carlyle Holdings I GP Inc., By: /s/ Anne Frederick, Attorney / 02-12-2024
-in-fact for John C. Redett, Managing Director and Chief Fin
ancial Officer
Carlyle Holdings I GP Sub L.L.C., By: Carlyle Holdings I GP / 02-12-2024
Inc., its sole member, By: /s/ Anne Frederick, Attorney-in-f
act for John C. Redett, Managing Director and Chief Financia
l Officer
Carlyle Holdings I L.P., By: /s/ Anne Frederick, Attorney-in / 02-12-2024
-fact for John C. Redett, Managing Director
CG Subsidiary Holdings L.L.C., By: /s/ Anne Frederick, Attor / 02-12-2024
ney-in-fact for John C. Redett, Managing Director
TC Group, L.L.C., By: /s/ Anne Frederick, Attorney-in-fact f / 02-12-2024
or John C. Redett, Managing Director
Carlyle Investment Management L.L.C., By: /s/ Anne Frederick / 02-12-2024
, Attorney-in-fact for John C. Redett, Chief Financial Offic
er
Carlyle Genesis UK LLC, By: Carlyle Investment Management L. / 02-12-2024
L.C., its sole member, By: /s/ Anne Frederick, Attorney-in-f
act for John C. Redett, Chief Financial Officer
Abingworth LLP, By: /s/ John Heard, Authorized Signatory / 02-12-2024
Abingworth Bioventures VII LP, By: /s/ John Heard, Authorize / 02-12-2024
d Signatory
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** Signature of Reporting Person Date
* If the form is filed by more than one reporting person, seeInstruction 5(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.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Exhibit 24
POWER OF ATTORNEY
The undersigned understands that, from time to time, the Carlyle Companies
(defined below) are required to prepare, execute, and file certain federal and
state securities laws filings.
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jeffrey Ferguson, Jeremy Anderson, Chintan Bhatt, Anne
Frederick, Erica Herberg, Anat Holtzman, Andrew Howlett-Bolton, Joshua
Lefkowitz, David Lobe, Elizabeth Muscarella, Sanket Patel, Robert Rosen, and
Catherine Ziobro, or any of them signing singly, and with full power of
substitution, the undersigneds true and lawful attorney-in-fact to:
(1)
prepare, execute in the name of each Carlyle Company and on behalf of each
Carlyle Company, and submit to the U.S. Securities and Exchange Commission (the
SEC
) a Form ID, including amendments thereto, and any other documents necessary
or appropriate to obtain codes and passwords enabling the undersigned to make
electronic filings with the SEC of Forms D (
Form D
) required to be filed in accordance with Rule 503 (
Rule 503
) promulgated with respect to Sections 4(2), 4(6) and 3(b) of the Securities
Act of 1933, as amended (the
1933 Act
) and reports required by Sections 13(d) and 16(a) of the Securities Exchange
Act of 1934, as amended (the
1934 Act
) or any rule or regulation of the SEC;
(2)
prepare and execute for and on behalf of each Carlyle Company, in the
undersigneds capacity as a Chairman, authorized person, officer and/or
director of each Carlyle Company, federal and state securities laws filings
including without limitation Forms D pursuant to Rule 503 and Schedules 13D
and 13G and Forms 3, 4, and 5 in accordance with Sections 13(d) and 16(a) of
the 1934 Act and the rules thereunder;
(3)
do and perform any and all acts for and on behalf of each Carlyle Company that
may be necessary or desirable to complete and execute any such federal and
state securities laws filings including without limitation Forms D, Schedules
13D and 13G and Forms 3, 4, and 5, complete and execute any amendment or
amendments thereto, and timely file such form with the SEC and the securities
administrators of any state, the District of Columbia, the Commonwealth of
Puerto Rico, Guam and the United States Virgin Islands or their designees and
any stock exchange or similar authority; and
(4)
take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the
best interest of, or legally required by, the undersigned, it being understood
that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-facts discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-facts substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers
herein granted, whether the same needs to be executed, taken or done by him in
his capacity as a current or former member, partner, shareholder, director or
officer of any company, partnership, corporation, organization, firm, branch
or other entity connected with, related to or affiliated with any of the
entities constituting the Carlyle Companies or entities that directly or
indirectly hold interests in the Carlyle Companies.
The undersigned acknowledges that the foregoing attorneys-in-fact, in serving
in such capacity at the request of the undersigned, are not assuming any of
the undersigneds responsibilities to comply with federal and state securities
laws, including without limitation Rule 503 of the 1933 Act or Section 13 and
Section 16 of the 1934 Act.
This Power of Attorney and all authority conferred hereby shall not be
terminated by operation of law, whether by the death or incapacity of the
undersigned or by occurrence of any other event. Actions taken by an
attorney-in-fact pursuant to this Power of Attorney shall be as valid as if
any event described in the preceding sentence had not occurred, whether or not
the attorney-in-fact shall have received notice of such event. Notwithstanding
the foregoing, (i) in the event that an attorney-in-fact is no longer employed
by The Carlyle Group Employee Co., L.L.C. or its affiliates, this Power of
Attorney and all authority conferred hereby shall be immediately terminated
with respect to such Attorney, and (ii) the undersigned may terminate or
revoke this Power of Attorney at any time.
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For purposes hereof, the Carlyle Companies shall consist of: (i) Carlyle Group
Management L.L.C., The Carlyle Group Inc., Carlyle Holdings I GP Inc., Carlyle
Holdings I GP Sub L.L.C., Carlyle Holdings I L.P., TC Group, L.L.C., Carlyle
Holdings II GP L.L.C., Carlyle Holdings II L.L.C., CG Subsidiary Holdings
L.L.C., TC Group Investment Holdings Limited Partner L.L.C., TC Group
Investment Holdings, L.P., Carlyle Holdings III GP L.P., Carlyle Holdings III
GP Sub L.L.C., Carlyle Holdings III L.P., TC Group Cayman L.P., TC Group Sub
L.P., TC Group Investment Holdings Sub L.P., TC Group Cayman Investment
Holdings, L.P., TC Group Cayman Investment Holdings Sub L.P., TC Group Cayman,
L.P., TC Group Cayman Sub L.P., Five Overseas CG Investment L.L.C. and (ii)
the subsidiaries and affiliates of the foregoing in clause (i), including
without limitation investment funds sponsored directly or indirectly by one or
more of the Carlyle Companies.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 1st day of October, 2023.
By: /s/ John C. Redett
Name: John C. Redett
Title: Chief Financial Officer
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