Amended Statement of Beneficial Ownership (sc 13d/a)
October 28 2016 - 4:07PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
CommunityOne
Bancorp
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
20416Q108
(CUSIP Number)
Jeffrey W. Ferguson
The Carlyle Group
1001
Pennsylvania Avenue NW
Suite 220 South
Washington, DC 20004
(202) 729-5626
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 26, 2016
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 for other parties to whom copies are to be sent.
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*
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The remainder of this cover page shall be filled out for a reporting person’s 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.
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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).
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CUSIP No. 20416Q108
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13D
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Page 1 of 12
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1
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Names of
Reporting Persons
Carlyle Group Management L.L.C.
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☒
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3
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SEC Use Only
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4
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Source of Funds
OO
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5
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Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
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6
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares ☐
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13
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Percent of Class Represented by Amount
in Row (11)
0
%
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14
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Type of Reporting Person
OO
(
Delaware limited liability company)
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CUSIP No. 20416Q108
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13D
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Page 2 of 12
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1
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Names of
Reporting Persons
The Carlyle Group, L.P.
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☒
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3
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SEC Use Only
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4
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Source of Funds
OO
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5
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Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
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6
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares ☐
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13
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Percent of Class Represented by Amount
in Row (11)
0
%
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14
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Type of Reporting Person
PN
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CUSIP No. 20416Q108
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13D
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Page 3 of 12
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1
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Names of
Reporting Persons
Carlyle Holdings II GP L.L.C.
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☒
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3
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SEC Use Only
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4
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Source of Funds
OO
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5
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Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
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6
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares ☐
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13
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Percent of Class Represented by Amount
in Row (11)
0
%
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14
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Type of Reporting Person
OO (Delaware limited liability company)
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CUSIP No. 20416Q108
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13D
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Page 4 of 12
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1
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Names of
Reporting Persons
Carlyle Holdings II L.P.
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☒
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3
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SEC Use Only
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4
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Source of Funds
OO
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5
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Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
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6
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Citizenship or Place of
Organization
Québec
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares ☐
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13
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Percent of Class Represented by Amount
in Row (11)
0
%
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14
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Type of Reporting Person
PN (
Québec société en commandite
)
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CUSIP No. 20416Q108
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13D
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Page 5 of 12
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1
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Names of
Reporting Persons
TC Group Cayman Investment Holdings, L.P.
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☒
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3
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SEC Use Only
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4
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Source of Funds
OO
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5
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Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
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6
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Citizenship or Place of
Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares ☐
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13
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Percent of Class Represented by Amount
in Row (11)
0
%
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14
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Type of Reporting Person
PN (Cayman Islands exempt limited partnership)
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CUSIP No. 20416Q108
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13D
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Page 6 of 12
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1
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Names of
Reporting Persons
TC Group Cayman Investment Holdings Sub L.P.
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☒
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3
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SEC Use Only
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4
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Source of Funds
OO
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5
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Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
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6
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Citizenship or Place of
Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares ☐
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13
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Percent of Class Represented by Amount
in Row (11)
0
%
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14
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Type of Reporting Person
PN (Cayman Islands exempt limited partnership)
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CUSIP No. 20416Q108
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13D
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Page 7 of 12
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1
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Names of
Reporting Persons
Carlyle Financial Services
, Ltd.
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☒
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3
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SEC Use Only
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4
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Source of Funds
OO
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5
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Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
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6
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Citizenship or Place of
Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares ☐
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13
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Percent of Class Represented by Amount
in Row (11)
0
%
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14
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Type of Reporting Person
OO
(Cayman Islands exempt
company
)
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CUSIP No. 20416Q108
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13D
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Page 8 of 12
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1
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Names of
Reporting Persons
TCG Financial Services
, L.P.
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☒
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3
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SEC Use Only
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4
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Source of Funds
OO
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5
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Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
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6
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Citizenship or Place of
Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares ☐
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13
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Percent of Class Represented by Amount
in Row (11)
0
%
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14
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Type of Reporting Person
PN
(Cayman Islands exempt
limited partnership
)
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CUSIP No. 20416Q108
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13D
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Page 9 of 12
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1
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Names of
Reporting Persons
Carlyle
Financial Services Harbor
,
L.P.
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☒
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3
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SEC Use Only
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4
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Source of Funds
OO
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5
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Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
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6
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares ☐
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13
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Percent of Class Represented by Amount
in Row (11)
0
%
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14
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Type of Reporting Person
PN
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CUSIP No. 20416Q108
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13D
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Page 10 of 12
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Explanatory Note
This Amendment No. 4 to Schedule 13D (this “
Amendment No.
4
”) amends and supplements the Schedule 13D
originally filed with the United States Securities and Exchange Commission (the “
SEC
”) on October 31, 2011 (as amended to date, the “
Schedule 13D
”), relating to the common stock, no par value (the “
Common
Stock
”) of CommunityOne Bancorp, formerly known as FNB United Corp. (the “
Issuer
”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
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ITEM 4.
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Purpose of the Transaction.
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Item 4 is hereby amended and supplemented by the following:
On October 26, 2016, the Issuer completed the previously disclosed Merger with Capital Bank Financial Corp. (“
CBF
”). In
connection with the consummation of the Merger, each outstanding share of Common Stock was converted into the right to receive, at the election of the holder, $14.25 in cash or 0.43 of a share of CBF Class A common stock. Consequently, Carlyle
Financial Services Harbor, L.P. disposed of 5,772,376 shares of Common Stock in the Merger, in exchange for $23,775,053.67 in cash and 1,764,699 shares of common stock of CBF.
Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The
Carlyle Group L.P. is the managing member of Carlyle Holdings II GP L.L.C., which is the general partner of Carlyle Holdings II L.P., 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 shareholder of Carlyle Financial Services, Ltd., which is the general partner of TCG Financial Services, L.P., which is the general partner of Carlyle Financial Services Harbor, L.P.
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ITEM 5.
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Interest in Securities of the Issuer
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Item 5 of the Statement is amended and restated in its
entirety by inserting the following information:
(a)-(b) As of the date hereof and after giving effect to the Merger described in
Item 4 above, none of the Reporting Persons beneficially owns any shares of Common Stock of the Issuer, and none of the Reporting Persons has or shares the power to vote or to direct the vote, or the power to dispose or direct the disposition of,
any shares of Common Stock of the Issuer.
(c) Except as set forth in Item 4 above, none of the Reporting Persons nor, to the
knowledge of the Reporting Persons, any of the Related Persons has effected any transactions in the Common Stock of the Issuer in the past sixty days.
(d) None.
(e) On October 26, 2016, the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock of the
Issuer.
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CUSIP No. 20416Q108
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13D
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Page 11 of 12
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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:
October 28, 2016
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CARLYLE GROUP MANAGEMENT L.L.C.
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By:
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/s/ Daniel D’Aniello
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Name:
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Daniel D’Aniello
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Title:
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Chairman
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THE CARLYLE GROUP L.P.
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By:
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Carlyle Group Management L.L.C., its general partner
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By:
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/s/ Daniel D’Aniello
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Name:
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Daniel D’Aniello
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Title:
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Chairman
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CARLYLE HOLDINGS II GP L.L.C.
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By:
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The Carlyle Group L.P., its managing member
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By:
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Carlyle Group Management L.L.C., its general partner
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By:
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/s/ Daniel D’Aniello
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Name:
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Daniel D’Aniello
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Title:
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Chairman
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CARLYLE HOLDINGS II L.P.
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By:
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/s/ Daniel D’Aniello
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Name:
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Daniel D’Aniello
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Title:
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Chairman
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TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P.
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By:
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Carlyle Holdings II L.P., its general partner
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By:
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/s/ Daniel D’Aniello
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Name:
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Daniel D’Aniello
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Title:
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Chairman
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CUSIP No. 20416Q108
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13D
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Page 12 of 12
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TC GROUP CAYMAN INVESTMENT HOLDINGS SUB L.P.
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By:
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TC Group Cayman Investment Holdings, L.P., its general partner
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By:
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Carlyle Holdings II L.P., its general partner
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By:
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/s/ Daniel D’Aniello
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Name:
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Daniel D’Aniello
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Title:
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Chairman
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CARLYLE FINANCIAL SERVICES, LTD.
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By:
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/s/ Ann Siebecker
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Name:
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Ann Siebecker
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Title:
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Authorized Person
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TCG FINANCIAL SERVICES, L.P.
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By:
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Carlyle Financial Services, Ltd., its general partner
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By:
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/s/ Ann Siebecker
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Name:
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Ann Siebecker
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Title:
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Authorized Person
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CARLYLE FINANCIAL SERVICES HARBOR, L.P.
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By:
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TCG Financial Services, L.P., its general partner
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By:
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Carlyle Financial Services, Ltd., its general partner
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By:
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/s/ Ann Siebecker
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Name:
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Ann Siebecker
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Title:
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Authorized Person
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Communityone Bancorp (MM) (NASDAQ:COB)
Historical Stock Chart
From Mar 2024 to Apr 2024
Communityone Bancorp (MM) (NASDAQ:COB)
Historical Stock Chart
From Apr 2023 to Apr 2024
