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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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Under the Securities Exchange Act of 1934
(Amendment No. )*
| Palmer Square Capital BDC Inc. |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| Not Applicable |
| (CUSIP Number) |
| March 17, 2020 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| þ | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| * | 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 the disclosures provided in a prior cover page. |
The information required in 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 (the “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).
| CUSIP No. None | Schedule 13 G | Page 2 |
| 1. | NAMES OF REPORTING PERSONS Alaris Master Fund LP | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ |
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Missouri | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER | 0 |
| 6. | SHARED VOTING POWER | 1,306,525.7453 | |
| 7. | SOLE DISPOSITIVE POWER | 0 | |
| 8. | SHARED DISPOSITIVE POWER | 1,306,525.7453 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,306,525.7453 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.48% | |
| 12. | TYPE OF REPORTING PERSON PN | |
| CUSIP No. None | Schedule 13 G | Page 3 |
| 1. | NAMES OF REPORTING PERSONS Alaris Capital, LLC | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ |
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Missouri | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER | 0 |
| 6. | SHARED VOTING POWER | 1,306,525.7453 | |
| 7. | SOLE DISPOSITIVE POWER | 0 | |
| 8. | SHARED DISPOSITIVE POWER | 1,306,525.7453 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,306,525.7453 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.48% | |
| 12. | TYPE OF REPORTING PERSON OO | |
| CUSIP No. None | Schedule 13 G | Page 4 |
| Item 1(a). | Name of Issuer: |
Palmer Square Capital BDC Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
1900 Shawnee Mission Parkway, Suite 315, Mission Woods, KS 66205
| Item 2(a). | Name of Person Filing: |
Alaris
Master Fund LP
Alaris Capital, LLC
The shares are owned directly by Alaris Master Fund LP. Alaris Capital, LLC is the general partner of Alaris Master Fund LP and may be deemed to be an indirect beneficial owner of the shares.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
4900 Main Street, Suite 600, Kansas City, Missouri 64112
| Item 2(c). | Citizenship: |
Alaris Master Fund LP - Missouri
Alaris Capital, LLC – Missouri
| Item 2(d). | Title of Class of Securities: |
Common Stock, $0.001 par value
| Item 2(e) | CUSIP Number: |
Not Applicable
| Item 3. | If this Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a: |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | ☐ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | ☐ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ☐ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); |
| (j) | ☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | |
| (k) | ☐ |
Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
| CUSIP No. None | Schedule 13 G | Page 5 |
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:_______________
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1:
| (a) | Amount beneficially owned: |
1,306,525.7453 shares deemed
beneficially owned by Alaris Master Fund LP
1,306,525.7453 shares deemed beneficially owned by Alaris Capital, LLC
| (b) | Percent of class: |
11.48 % deemed beneficially
owned by Alaris Master Fund LP
11.48 % deemed beneficially owned by Alaris Capital, LLC
| (c) | Number of shares as to which Alaris Master Fund LP has: |
| (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 1,306,525.7453 |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 1,306,525.7453 |
Number of shares as to which Alaris Capital, LLC has:
| (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 1,306,525.7453 |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 1,306,525.7453 |
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not Applicable
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
| Item 9. | Notice of Dissolution of Group. |
Not Applicable
| Item 10. | Certifications. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
| CUSIP No. None | Schedule 13 G | Page 6 |
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.
| March 23, 2020 | |
| Date | |
| Alaris Master Fund LP | /s/ Michael J. Koeppen |
| Signature | |
| Michael J. Koeppen | |
| Chief Financial Officer | |
| Name/Title | |
| Alaris Capital, LLC | /s/ Michael J. Koeppen |
| Signature | |
| Michael J. Koeppen | |
| Chief Financial Officer | |
| Name/Title |
JOINT FILING AGREEMENT
Pursuant to Rule 13(d)-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on Schedule 13G is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making the filing, except to the extent that he or it knows or has reason to believe that such information is inaccurate. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
| March 23, 2020 | |
| Date | |
| Alaris Master Fund LP | /s/ Michael J. Koeppen |
| Signature | |
| Michael J. Koeppen | |
| Chief Financial Officer | |
| Name/Title | |
| Alaris Capital, LLC | /s/ Michael J. Koeppen |
| Signature | |
| Michael J. Koeppen | |
| Chief Financial Officer | |
| Name/Title |