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 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 3)*
|
Chicago Atlantic BDC, Inc. (Name of Issuer) |
Common Stock, $0.01 par value per share (Title of Class of Securities) |
828174102 (CUSIP Number) |
12/31/2024 (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)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 828174102 |
| 1 | Names of Reporting Persons
Chicago Atlantic BDC Advisers, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,815,776.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
16.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person: Rows 6 and 8: Represents the shares held directly by Chicago Atlantic BDC Advisers, LLC.Row 11: Based on 22,820,367 shares of Common Stock outstanding as of November 5, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission on November 7, 2024.
SCHEDULE 13G
|
| CUSIP No. | 828174102 |
| 1 | Names of Reporting Persons
Silver Spike Holdings, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,815,776.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
16.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, PN |
Comment for Type of Reporting Person: Rows 6 and 8: Represents the shares held directly by Chicago Atlantic BDC Advisers, LLC. Silver Spike Holdings, LP owns over 25% of the ownership interests of Chicago Atlantic BDC Advisers, LLC.Row 11: Based on 22,820,367 shares of Common Stock outstanding as of November 5, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission on November 7, 2024.
SCHEDULE 13G
|
| CUSIP No. | 828174102 |
| 1 | Names of Reporting Persons
Silver Spike Holdings GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,815,776.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
16.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person: Rows 6 and 8: Represents the shares held directly by Chicago Atlantic BDC Advisers, LLC. Silver Spike Holdings, LP owns over 25% of the ownership interests of Chicago Atlantic BDC Advisers, LLC. Silver Spike Holdings GP, LLC is the general partner of Silver Spike Holdings, LP.Row 11: Based on 22,820,367 shares of Common Stock outstanding as of November 5, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission on November 7, 2024.
SCHEDULE 13G
|
| CUSIP No. | 828174102 |
| 1 | Names of Reporting Persons
Scott Gordon | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,850,800.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
16.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: Rows 6 and 8: Represents the shares held directly by Chicago Atlantic BDC Advisers, LLC. Scott Gordon directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 13 of the Securities Exchange Act of 1934 ("Act") to be the indirect beneficial owner of the shares owned by Chicago Atlantic BDC Advisers, LLC.Row 11: Based on 22,820,367 shares of Common Stock outstanding as of November 5, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission on November 7, 2024.
SCHEDULE 13G
|
| CUSIP No. | 828174102 |
| 1 | Names of Reporting Persons
Chicago Atlantic BDC Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,815,776.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
16.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person: Rows 6 and 8: Represents the shares held directly by Chicago Atlantic BDC Advisers, LLC. Chicago Atlantic BDC Advisers, LLC is majority-owned by Chicago Atlantic BDC Holdings, LLC.Row 11: Based on 22,820,367 shares of Common Stock outstanding as of November 5, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission on November 7, 2024.
SCHEDULE 13G
|
| CUSIP No. | 828174102 |
| 1 | Names of Reporting Persons
Chicago Atlantic Group, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,815,776.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
16.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, PN |
Comment for Type of Reporting Person: Rows 6 and 8: Represents the shares held directly by Chicago Atlantic BDC Advisers, LLC. Chicago Atlantic BDC Advisers, LLC is majority-owned by Chicago Atlantic BDC Holdings, LLC. Chicago Atlantic Group, LP is the majority-owner and managing member of Chicago Atlantic BDC Holdings, LLC.Row 11: Based on 22,820,367 shares of Common Stock outstanding as of November 5, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission on November 7, 2024.
SCHEDULE 13G
|
| CUSIP No. | 828174102 |
| 1 | Names of Reporting Persons
John Mazarakis | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,815,776.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
16.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: Rows 6 and 8: Represents the shares held directly by Chicago Atlantic BDC Advisers, LLC. John Mazarakis directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 13 of the Act to be the indirect beneficial owner of the shares owned by Chicago Atlantic BDC Advisers, LLC.Row 11: Based on 22,820,367 shares of Common Stock outstanding as of November 5, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission on November 7, 2024.
SCHEDULE 13G
|
| CUSIP No. | 828174102 |
| 1 | Names of Reporting Persons
Andreas Bodmeier | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,840,776.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
16.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: Rows 6 and 8: Represents the shares held directly by Chicago Atlantic BDC Advisers, LLC. Andreas Bodmeier directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 13 of the Act to be the indirect beneficial owner of the shares owned by Chicago Atlantic BDC Advisers, LLC.Row 11: Based on 22,820,367 shares of Common Stock outstanding as of November 5, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission on November 7, 2024.
SCHEDULE 13G
|
| CUSIP No. | 828174102 |
| 1 | Names of Reporting Persons
Anthony Cappell | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,840,192.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
16.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: Rows 6 and 8: Represents the shares held directly by Chicago Atlantic BDC Advisers, LLC. Anthony Cappell directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 13 of the Act to be the indirect beneficial owner of the shares owned by Chicago Atlantic BDC Advisers, LLC.Row 11: Based on 22,820,367 shares of Common Stock outstanding as of November 5, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission on November 7, 2024.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Chicago Atlantic BDC, Inc. | |
| (b) | Address of issuer's principal executive offices:
600 Madison Ave, Suite 1800, New York, NEW YORK, 10022. | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed jointly on behalf of each of the following persons (collectively, the "Reporting Persons"):(1) Chicago Atlantic BDC Advisers, LLC(2) Silver Spike Holdings, LP(3) Silver Spike Holdings GP, LLC(4) Scott Gordon(5) Chicago Atlantic BDC Holdings, LLC(6) Chicago Atlantic Group, LP(7) John Mazarakis(8) Andreas Bodmeier(9) Anthony CappellInformation with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the completeness or accuracy of information supplied by another Reporting Person.Each of the Reporting Persons (other than Chicago Atlantic BDC Advisers, LLC and Messrs. Gordon and Bodmeier to the extent that they directly hold shares) disclaims beneficial ownership of the shares reported herein except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 13 of the Act or for any other purpose.The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a "group" for the purposes of Section 13 of the Act. | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of Chicago Atlantic BDC Advisers, LLC, Silver Spike Holdings, LP, Silver Spike Holdings GP, LLC and Mr. Gordon is 600 Madison Avenue, Suite 1800, New York, New York 10022.The principal business address of Chicago Atlantic BDC Holdings, LLC, Chicago Atlantic Group, LP, and Messrs. Mazarakis, Bodmeier and Cappell is 420 North Wabash Avenue, Suite 500, Chicago, Illinois 60611. | |
| (c) | Citizenship:
See responses in Row 4 on each cover page. | |
| (d) | Title of class of securities:
Common Stock, $0.01 par value per share | |
| (e) | CUSIP No.:
828174102 | |
| 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 associations 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 of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See responses in Rows 5 through 9 and 11 on each cover page. | |
| (b) | Percent of class:
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
| ||
| (ii) Shared power to vote or to direct the vote:
| ||
| (iii) Sole power to dispose or to direct the disposition of:
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| (iv) Shared power to dispose or to direct the disposition of:
| ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 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. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Exhibit B. | ||
| 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 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, other than activities solely in connection with a nomination under § 240.14a-11. |
| 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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Exhibit Information
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Exhibit A - Joint Filing AgreementExhibit B - Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |