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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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G*
(Rule 13d-102)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND
(d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2
(AMENDMENT NO. )*
John Hancock GA Senior Loan Trust
(Name of Issuer)
Common Shares of Beneficial Ownership
(Title of Class of Securities)
Not Applicable
(CUSIP Number)
Jean Wong
Manufacturers Life Insurance Co (Bermuda Branch)
Maxwell Roberts Building 4th Floor, 1 Church Street,
Hamilton, D0, HM11
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 31, 2024
(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)
☐ 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 (“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).
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Manufacturers Life Insurance Co (Bermuda Branch) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
36,718,672.979 | ||||
| 6 | SHARED VOTING POWER
| |||||
| 7 | SOLE DISPOSITIVE POWER
36,718,672.979 | |||||
| 8 | SHARED DISPOSITIVE POWER
| |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,718,672.979 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18% of shares | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
FI | |||||
| Item 1(a). | Name of Issuer: | |
| John Hancock GA Senior Loan Trust | ||
| Item 1(b). | Address of Issuer’s Principal Executive Offices: | |
| 197 Clarendon Street Boston, Massachusetts 02116 | ||
| Item 2(a). | Name of Person Filing: | |
| Manufacturers Life Insurance Co (Bermuda Branch) | ||
| Item 2(b). | Address of Principal Business Office or, if none, Residence: | |
| Maxwell Roberts Building 4th Floor, 1 Church Street, Hamilton, D0, HM11 | ||
| Item 2(c). | Citizenship: | |
| Bermuda | ||
| Item 2(d). | Title of Class of Securities: | |
| Common Shares of Beneficial Ownership | ||
| Item 2(e). | CUSIP Number: | |
| Not Applicable | ||
| Item 3. | If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is a(n): |
| (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) | ☐ | Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); | ||||
| (f) | ☐ | Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); | ||||
| (g) | ☐ | Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); | ||||
| (h) | ☐ | Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||
| (i) | ☐ | Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||||
| (j) | ☒ | A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J); | ||||
| (k) | ☐ | Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ___________________________ | ||||
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: 36,718,672.979 | |||
| (b) | Percent of class: 18% of shares | |||
| (c) | Number of shares as to which the person has: | |||
| (i) | Sole power to vote or to direct the vote: 36,718,672.979 | |||
| (ii) | Shared power to vote or to direct the vote: | |||
| (iii) | Sole power to dispose or to direct the disposition of: 36,718,672.979 | |||
| (iv) | Shared power to dispose or to direct the disposition of: | |||
| Item 5. | Ownership of Five Percent or Less of a Class. | |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐. | ||
| 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. | |
| 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. | Certification. | |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
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.
Dated: June 7, 2024
| Manufacturers Life Insurance Co (Bermuda Branch) | ||||
| By: | /s/ Betsy Anne Seel | |||
| Name: | Betsy Anne Seel | |||
| Title: | by Power of Attorney filed herewith | |||
LIMITED POWER OF ATTORNEY
FOR
THE MANUFACTURERS LIFE INSURANCE COMPANY (BERMUDA BRANCH)
SECTION 13 FILINGS UNDER THE 1934 ACT
The undersigned, in the undersigned’s capacity as a duly authorized officer of The Manufacturers Life Insurance Company (Bermuda Branch), hereby constitutes and appoints with full power of substitution each of Edward Macdonald, David Pemstein, Betsy Anne Seel, Mara Moldwin, Christopher Sechler, Daniel Beauregard, Sarah Coutu, Thomas Dee, Khimmara Greer, Kinga Kapuscinski, Nicholas J. Kolokithas, Mara Moldwin, Harsha Pulluru, Steven Sunnerberg, and Suzanne Cartledge acting singly, the undersigned’s true and lawful attorney-in-fact to:
(1) Prepare and execute for the undersigned: (a) Schedule 13D and Schedule 13G and any amendments thereto in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder, and (b) any other documents or filings required to comply with Section 13 of the Securities Exchange Act of 1934 (the “Section 13 Filings”).
(2) File any such Section 13 Filings or amendments thereto with the United States Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority; and
(3) Take any other action which, in the opinion of such attorney-in-fact, may be necessary or desirable in connection with the foregoing.
The undersigned acknowledges that none of the foregoing attorneys-in-fact are assuming the undersigned’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Section 13 Filings, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney may be filed with the SEC as may be necessary or appropriate.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 7th day of June, 2024.
| THE MANUFACTURERS LIFE INSURANCE COMPANY (BERMUDA BRANCH) |
| /s/ Jean Wong |
|
|
| Name: Jean Wong |
| Title: Chief Executive Officer, Global High-Net-Worth |
INTERNAL