SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Carlyle GMS Investment Management L.L.C. (Last) (First) (Middle) C/O THE CARLYLE GROUP 520 MADISON AVENUE, 38TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/12/2013	3. Issuer Name and Ticker or Trading Symbol Carlyle GMS Finance, Inc. [ NONE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	100	I	See Footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Carlyle GMS Investment Management L.L.C. (Last) (First) (Middle) C/O THE CARLYLE GROUP 520 MADISON AVENUE, 38TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* Carlyle Group Management L.L.C. (Last) (First) (Middle) C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S (Street) WASHINGTON DC 20004 (City) (State) (Zip)

1. Name and Address of Reporting Person* Carlyle Group L.P. (Last) (First) (Middle) C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S (Street) WASHINGTON DC 20004 (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 220S (Street) WASHINGTON DC 20004 (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 220S (Street) WASHINGTON DC 20004 (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 220S (Street) WASHINGTON DC 20004 (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 220S (Street) WASHINGTON DC 20004 (City) (State) (Zip)

1. Name and Address of Reporting Person* Carlyle Investment Management LLC (Last) (First) (Middle) C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S (Street) WASHINGTON DC 20004 (City) (State) (Zip)

Explanation of Responses:

1. Carlyle GMS Investment Management L.L.C. is the record holder of 100 shares of common stock. 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 sole shareholder of Carlyle Holdings I GP Inc., which is the managing member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which is the managing member of TC Group, L.L.C., which is the managing member of Carlyle Investment Management L.L.C., which is the managing member of Carlyle GMS Investment Management L.L.C. Each of the reporting persons disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein.

Remarks:

Exhibit List: Exhibit 24 - Confirming Statement

	CARLYLE GROUP MANAGEMENT L.L.C., By: /s/ Orit Mizrachi, attorney-in-fact	04/12/2013
	THE CARLYLE GROUP L.P., By: Carlyle Group Management L.L.C., its general partner, By: /s/ Orit Mizrachi, attorney-in-fact	04/12/2013
	CARLYLE HOLDINGS I GP INC., By: /s/ Orit Mizrachi, attorney-in-fact	04/12/2013
	CARLYLE HOLDINGS I GP SUB L.L.C., By: Carlyle Holdings I GP Inc., its managing member, By: /s/ Orit Mizrachi, attorney-in-fact	04/12/2013
	CARLYLE HOLDINGS I L.P., By: Carlyle Holdings I GP Sub L.L.C., its general partner, By: Carlyle Holdings I GP Inc., its managing member, By: /s/ Orit Mizrachi, attorney-in-fact	04/12/2013
	TC GROUP, L.L.C., By: Carlyle Holdings I L.P., its managing member, By: /s/ Orit Mizrachi, attorney-in-fact	04/12/2013
	CARLYLE INVESTMENT MANAGEMENT L.L.C., By: TC Group, L.L.C., its managing member, By: Carlyle Holdings I L.P., its managing member, By: /s/ Orit Mizrachi, attorney-in-fact	04/12/2013
	CARLYLE GMS INVESTMENT MANAGEMENT L.L.C., By: Carlyle Investment Management L.L.C., its managing member, By: TC Group, L.L.C., its managing member, By: Carlyle Holdings I L.P., its managing member, By: /s/ Orit Mizrachi, attorney-in-fact	04/12/2013
	** 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 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).
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                                                                      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 Curt Buser, Jeff Ferguson, David Pearson, Catherine Ziobro,
R. Rainey Hoffman, Joanne Cosiol, Monica Harris, Jeremy Anderson,
Bruno De Gusmao, Ann Siebecker, Andrea Pekala, Tom Mayrhofer, Orit Mizrachi,
John Beczak, Rick Kappler, Matt LoRusso, Rob Konigsberg, James Sloan,
Anne Frederick, Norma Kuntz, Victoria Jong, Erica Herberg or any of them
signing singly, and with full power of substitution, the undersigned's 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 (the"1933 Act") and reports required by Sections 13(d) and 16(a)
     of the Securities Exchange Act of 1934 (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 undersigned's 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 which 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-fact's 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-fact's 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 undersigned's 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.

     For purposes hereof, the "Carlyle Companies" shall consist of:  (i) Carlyle
Group Management L.L.C., The Carlyle Group L.P., Carlyle Holdings I GP Inc.,
Carlyle Holdings I GP Sub L.L.C., Carlyle Holdings I L.P., Carlyle Holdings II
GP L.L.C., Carlyle Holdings II L.P., Carlyle Holdings III GP Management L.L.C.,
Carlyle Holdings III GP L.P., Carlyle Holdings III GP Sub L.L.C., Carlyle
Holdings III L.P., TC Group Sub L.P., TC Group Investment Holdings Sub L.P., TC
Group Cayman Investment Holdings Sub L.P., TC Group Cayman Sub L.P. 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 7th day of May, 2012.

                                        /s/ Daniel A. D'Aniello
                                        -----------------------
                                        Name:  Daniel A. D'Aniello
                                        Title: Chairman