HFCP X (Parallel-A), L.P.'s Form 4 filing
Medline Inc. (MDLN) · filed Dec 22, 2025
- Accession no.
- 0001193125-25-329276
- Filed
- Dec 22, 2025, 9:57 PM ET
- Trade date
- Dec 18, 2025
- Filing delay
- 4 days
- Rule 10b5-1 plan
- Not checked
This filing lists 9 non-derivative transactions and 2 derivative transactions. Open-market sales total $172.7M. It was filed 4 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| HFCP X (Parallel-A), L.P.CIK 0001841189 | 10% Owner |
| Hellman & Friedman Capital Partners X (Parallel), L.P.CIK 0001841430 | 10% Owner |
| Hellman & Friedman Capital Partners X, L.P.CIK 0001841434 | 10% Owner |
| Hellman & Friedman Investors X, L.P.CIK 0001868392 | 10% Owner |
| Mend Partners II, L.P.CIK 0001877047 | 10% Owner |
| H&F Corporate Investors X, Ltd.CIK 0001901930 | 10% Owner |
| Mend Investment Holdings I, L.P.CIK 0002074968 | 10% Owner |
| Mend Partners GP, LLCCIK 0002074972 | 10% Owner |
| Mend Investment Holdings GP, LLCCIK 0002074980 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Dec 18, 2025 | Class A Common Stock | SSaleDisposed | −5,079,306 | $28.37F1 | −$144,091,276.4 | 88,890,651 | Indirect | |
| Dec 18, 2025 | Class A Common Stock | SSaleDisposed | −547,305 | $28.37F1 | −$15,526,112.43 | 9,268,693 | Indirect | |
| Dec 18, 2025 | Class A Common Stock | SSaleDisposed | −461,760 | $28.37F1 | −$13,099,346.21 | 4,806,160 | Indirect | |
| Dec 18, 2025 | Class B Common Stock | JOtherDisposed | −9,028,455 | –F4,F5 | – | 117,886,972 | Indirect | |
| Dec 18, 2025 | Class A Common Stock | JOtherDisposed | −3,157,629 | –F6 | – | 85,733,022 | Indirect | |
| Dec 18, 2025 | Class A Common Stock | JOtherDisposed | −313,116 | –F6 | – | 8,955,577 | Indirect | |
| Dec 18, 2025 | Class A Common Stock | CConversionAcquired | +2,098,005 | –F8 | – | 2,117,315 | Indirect | |
| Dec 18, 2025 | Class A Common Stock | JOtherDisposed | −2,098,005 | –F6 | – | 19,310 | Indirect | |
| Dec 18, 2025 | Class B Common Stock | JOtherDisposed | −2,098,005 | –F4,F9 | – | 115,788,967 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
This amount represents the $29.00 secondary public offering price per share of Class A common stock ("Class A Common Stock") of Medline Inc. (the "Issuer"), less the underwriting discount of $0.63173 per share sold by the Reporting Persons to the Issuer in connection with the Issuer's initial public offering.
Referenced by the price of 3 transactions in Table I and 1 transaction in Table II.
- F4
Shares of the Issuer's Class B common stock ("Class B Common Stock") have no economic value and have one vote per share. One share of Class B Common Stock is issued for each common unit of Medline Holdings, LP ("Common Units") held. Upon an exchange of Common Units for shares of the Class A common stock, an equivalent number of shares of Class B Common Stock held by such holder will be automatically cancelled.
Referenced by the price of 2 transactions in Table I.
- F5
On December 18, 2025, Mend Investment Holdings I, L.P. sold 9,028,455 Common Units to the Issuer at a price of $28.3687 per unit as shown in Table II. In connection with such sale, the Issuer automatically cancelled an equivalent number of shares of Class B Common Stock held by Mend Investment Holdings I, L.P.
Referenced by the price of 1 transaction in Table I.
- F6
On December 18, 2025, in connection with the sales reported above, each of Hellman & Friedman Capital Partners X (Parallel), L.P., HFCP X (Parallel - A), L.P., and Mend Investment Holdings I, L.P. initiated distributions of shares of Class A Common Stock to their respective ultimate partners and shareholders as in-kind distributions in respect of such persons' interests in the distributing entities. The receipt of shares of Class A Common Stock by each of the Reporting Persons in connection with such distributions was exempt from reporting pursuant to Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Referenced by the price of 3 transactions in Table I.
- F8
Pursuant to the terms of an exchange agreement, dated as of December 16, 2025, holders have the right to exchange their Common Units for shares of Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. These exchange rights do not expire.
Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.
- F9
On December 18, 2025, Mend Investment Holdings I, L.P. exchanged 2,098,005 Common Units for an equal number of shares of Class A Common Stock in connection with the distribution described above in footnote 6 and the Issuer automatically cancelled an equivalent number of shares of Class B Common Stock held by Mend Investment Holdings I, L.P.
Referenced by the price of 1 transaction in Table I.
Remarks
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that for purposes of Section 16 of the Exchange Act, or otherwise, that the Reporting Persons are subject to Section 16 of the Exchange Act or that the Reporting Persons are the beneficial owners of any equity securities in excess of their respective pecuniary interests, and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.