Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
Vista Credit Strategic Lending Corp. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
92839L107 (CUSIP Number) |
Monica J. Shilling, P.C. 2049 Century Park East, Suite 3700 Los Angeles, CA, 90067 310-552-4200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/27/2024 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | 92839L107 |
| 1 |
Name of reporting person
Vista Credit BDC Management, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,272.17 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Percent of class, above, is based on information provided by the Issuer as of September 27, 2024, reflecting 9,606,809.360 shares of Common Stock of the Issuer issued and outstanding as of such date.
SCHEDULE 13D
|
| CUSIP No. | 92839L107 |
| 1 |
Name of reporting person
Vista Credit GP Holdco, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,272.17 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
Comment for Type of Reporting Person:
Percent of class, above, is based on information provided by the Issuer as of September 27, 2024, reflecting 9,606,809.360 shares of Common Stock of the Issuer issued and outstanding as of such date.
SCHEDULE 13D
|
| CUSIP No. | 92839L107 |
| 1 |
Name of reporting person
VHG Capital, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
889,799.61 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Percent of class, above, is based on information provided by the Issuer as of September 27, 2024, reflecting 9,606,809.360 shares of Common Stock of the Issuer issued and outstanding as of such date.
SCHEDULE 13D
|
| CUSIP No. | 92839L107 |
| 1 |
Name of reporting person
VEP Group, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
891,071.79 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
Comment for Type of Reporting Person:
Percent of class, above, is based on information provided by the Issuer as of September 27, 2024, reflecting 9,606,809.360 shares of Common Stock of the Issuer issued and outstanding as of such date.
SCHEDULE 13D
|
| CUSIP No. | 92839L107 |
| 1 |
Name of reporting person
Robert F. Smith | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
891,071.79 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Percent of class, above, is based on information provided by the Issuer as of September 27, 2024, reflecting 9,606,809.360 shares of Common Stock of the Issuer issued and outstanding as of such date.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
Vista Credit Strategic Lending Corp. |
| (c) | Address of Issuer's Principal Executive Offices:
50 Hudson Yards, Floor 77, New York,
NEW YORK
, 10001. |
| Item 2. | Identity and Background |
| (a) | This statement is filed by Vista Credit BDC Management, L.P., a Delaware limited liability company; Vista Credit GP Holdco, LLC, a Delaware limited liability company; VHG Capital, L.P., a Delaware limited liability company; VEP Group, LLC, a Delaware limited liability company; and Robert F. Smith. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." | <
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| (b) | 50 Hudson Yards, Floor 77, New York, NY, 10001 |
| (c) | The principal business of the Reporting Persons is providing investment advisory and investment management services. |
| (d) | No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | No Reporting Person has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order (1) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or (2) finding any violation with respect to such laws. |
| (f) | Vista Credit BDC Management, L.P., Vista Credit GP Holdco, LLC, VHG Capital, L.P., and VEP Group, LLC are organized under the laws of the state of Delaware. Mr. Robert F. Smith is a citizen of the United States of America. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Existing Schedule 13D (as defined in Item 4 of this Statement) is hereby amended and restated in its entirety as follows: Pursuant to the Issuer's capital drawdown notice in respect of VHG's aggregate capital commitment of $50,000,000, on September 27, 2024 VHG purchased 123,655.400 shares of Common Stock at a price of $19.65 per share of Common Stock, for an aggregate purchase price of $2,429,828.61. The source of funds for such purchase was working capital. After giving effect to the reported purchase, VHG's remaining uncalled capital commitment is $31,757,216.36. In addition, amounts reported on this Schedule 13D include 11.562 shares of Common Stock received subsequent to the Existing Schedule 13D pursuant to the Issuer's distribution reinvestment plan. The source of funds for these shares was distributions received with respect to shares of Common Stock owned by the Reporting Persons and reinvested into shares of Common Stock pursuant to the Issuer's distribution reinvestment plan. | |
| Item 4. | Purpose of Transaction |
Item 4 of the Existing Schedule 13D is hereby amended and supplemented as follows: This Amendment No. 6 amends the Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on October 12, 2023, as amended by Amendment No. 1 filed with the SEC on November 9, 2023, as amended by Amendment No. 2 filed with the SEC on December 6, 2023, as amended by Amendment 3 filed with the SEC on December 21, 2023, as amended by Amendment 4 filed with the SEC on March 27, 2024, and as amended by Amendment 5 filed with the SEC on July 1, 2024 (as amended, the "Existing Schedule 13D"). Except as set forth herein, the Existing Schedule 13D is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Existing Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) of the Existing Schedule 13D is hereby amended and restated in its entirety as follows: The following information is as of the date hereof and assumes there are 9,606,809.360 shares of Common Stock outstanding as of September 27, 2024, based on information furnished by the Issuer. The Adviser is the direct beneficial owner of 1,272.174 shares of Common Stock. The Common Stock held by the Adviser represents 0.01% of the Common Stock outstanding as of the date of this Statement. Holdco is the sole general partner of the Adviser. Holdco's sole member is VEP Group. VHG is the direct beneficial owner of 889,799.612 shares of Common Stock. The Common Stock held by VHG represents 9.3% of the Common Stock outstanding as of the date of this Statement. VEP Group is the general partner of VHG. Robert F. Smith is the sole managing member of VEP Group. Consequently, Mr. Smith and VEP Group may be deemed the beneficial owners of the shares held directly by the Adviser and VHG. Each of the Vista Entities and Mr. Smith expressly disclaim beneficial ownership of any shares not held directly and the filing of this Statement shall not be construed as an admission that any of the foregoing is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement. |
| (b) | Item 5(b) of the Existing Schedule 13D is hereby amended and restated in its entirety as follows: By virtue of the relationship among the Reporting Persons described in Item 2, each such Reporting Person may be deemed to share the power to vote or direct the vote and to share the power to dispose of or direct the disposition of the shares of Common Stock as set forth in rows 7 through 13 of the cover pages of this Statement. |
| (c) | Item 5(c) of the Existing Schedule 13D is hereby amended and restated in its entirety as follows: Except as otherwise set forth in this Statement, none of the Reporting Persons has effected any transactions in the Common Stock since July 1, 2024 (the date that Amendment No. 5 to the Existing Schedule 13D was filed with the SEC). |
| (d) | With respect to Item 5(d), there are no changes from the information provided on the Existing Schedule 13D. |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
With respect to Item 6, there are no changes from the information provided on the Existing Schedule 13D. | |
| Item 7. | Material to be Filed as Exhibits. |
With respect to Item 7, there are no changes from the information provided on the Existing Schedule 13D. |
| SIGNATURE | |
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.
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