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 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
BLACKROCK DIRECT LENDING CORP.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
N/A
(CUSIP Number)
Ricardo Davidovich, Esq.
Haynes and Boone, LLP
30 Rockefeller Plaza
26th Floor
New York, NY 10112
(212) 835-4837
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 18, 2022
(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. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | 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 disclosures provided in a prior cover page. |
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, as amended (“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. N/A
| 1. |
Names of Reporting Person
The Public Institution for Social Security | |||||
| 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
Kuwait | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
11,667,780.4606 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
11,667,780.4606 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,667,780.4606 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
99.7% (1) | |||||
| 14. | Type of Reporting Person (See Instructions)
EP | |||||
| (1) | Based upon 11,706,673.279 shares of Common Stock outstanding as of April 18, 2022, as disclosed by the Issuer to the Reporting Person in connection with the issuance of additional shares of Common Stock. |
This Amendment to Schedule 13D (as amended, this “Schedule 13D”) is being filed by the Reporting Person to amend the Schedule 13D related to shares of common stock, $0.001 par value per share (the “Common Stock”), of BlackRock Direct Lending Corp., a Delaware corporation (the “Issuer”) initially filed with the Securities and Exchange Commission (the “SEC”) on June 7, 2021. Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
Item 3. Source and Amount of Funds or other Consideration
Item 3 is hereby amended and supplemented as follows:
“Pursuant to the Subscription Agreement and a capital contribution notice delivered by the Issuer with respect thereto, on April 18, 2022, the Reporting Person purchased 3,323,615.5608 shares of Common Stock from the Issuer for an aggregate purchase price of approximately $34,964,435.70. The source of the funds for the purchase of shares of Common Stock was investment capital of the Reporting Person.”
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated in its entirety as follows:
“The information set forth in Items 3 and 4 of this Schedule 13D is hereby incorporated herein by reference.
(a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by the Reporting Person is stated in Items 11 and 13 on the cover page(s) hereto.
The Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D.
The Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that the Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.
(b) Number of shares as to which the Reporting Person has:
| (i) | sole power to vote or to direct the vote: |
See Item 7 on the cover page(s) hereto.
| (ii) | shared power to vote or to direct the vote: |
See Item 8 on the cover page(s) hereto.
| (iii) | sole power to dispose or to direct the disposition of: |
See Item 9 on the cover page(s) hereto.
| (iv) | shared power to dispose or to direct the disposition of: |
See Item 10 on the cover page(s) hereto.
As of the date hereof, the Reporting Person owns only the shares of Common Stock of the Issuer as set forth in this Item 5.
(c) Other than as set forth in this Schedule 13D, there have been no transactions in the class of securities reported on that were effected by the Reporting Person during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.
(d) Not applicable.
(e) Not applicable.”
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.
| Date: April 20, 2022 | THE PUBLIC INSTITUTION FOR SOCIAL SECURITY | |||||||
| By: | /s/ Ricardo Davidovich | |||||||
| Name: | Ricardo Davidovich | |||||||
| Title: | Authorized Signatory | |||||||