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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SCHEDULE 13D
Amendment No. 8
Fidelity Private Credit Fund
Common Shares of Beneficial Ownership
Cusip # None
Date of Event Which Requires Filing of This Statement;
November 29, 2023
Cusip # None
Item 1: Reporting Person - FMR LLC
Item 2: (a) [ ]
(b) [ ]
Item 4: WC
Item 6: Delaware
Item 7: 1,633,228.976
Item 8: None
Item 9: 1,633,228.976
Item 10: None
Item 11: 1,633,228.976
Item 13: 11.487%
Item 14: HC
Cusip # None
Item 1: Reporting Person - Abigail P. Johnson
Item 4: AF
Item 6: United States of America
Item 7: None
Item 8: None
Item 9: 1,633,228.976
Item 10: None
Item 11: 1,633,228.976
Item 13: 11.487%
Item 14: IN
This statement constitutes Amendment No. 8 ("Amendment No. 8") to the
Schedule 13D originally filed with the Securities and Exchange Commission on
March 23, 2023 (the "Original Schedule 13D"), which Original Schedule
13D was amended by Amendment No. 1 on April 26, 2023,
and was amended by Amendment No. 2 on May 26, 2023,
and was amended by Amendment No. 3 on July 13, 2023,
and was amended by Amendment No. 4 on July 28, 2023,
and was amended by Amendment No. 5 on August 28, 2023,
and was amended by Amendment No. 6 on September 28, 2023,
and was amended by Amendment No. 7 on October 27, 2023,
and relates to the Common Shares of Beneficial Ownership,
of Fidelity Private Credit Fund, a Delaware statutory trust (the "Issuer"),
which has its principal executive offices at
245 Summer Street, Boston, MA, 02210 (the "Company").
Except as specifically amended by this Amendment No. 8, the
Schedule 13D is unchanged.
Item 2. Identity and Background.
The information in Item 2(b)- (c) and (f) is hereby amended by replacing
Schedule A thereof with the Schedule A attached hereto.
Item 5. Interest in Securities of Issuer.
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) and (b) The information contained on the cover page of this Schedule 13D
is incorporated herein by reference. As of the date hereof, FMR Reporters
directly own 1,633,228.976 issued and outstanding Common Shares of
Beneficial Ownership representing 11.487% of the total amount of Common
Shares of Beneficial Ownership and have the sole power to vote and dispose
of such shares.*
(c) Schedule C is hereby incorporated by reference.
(d)To the best knowledge of the FMR Reporters, no person other than the
FMR Reporters have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the securities
beneficially owned by the FMR Reporters identified in this Item 5.
(e) Not applicable.
*Class I Common Shares were reported on previous 13D filings. FMR Reporters
have since acquired 391.495 Class S Shares and 391.495 Class D Shares directly
from the issuer for investment purposes and as seed capital in connection with
the launch of the Class S and Class D Issuer Shares. The acquisitions of such
Class S and Class D Shares were funded by operating capital.These share classes
are not considered distinct classes for Section 13 of the Securities Exchange
Act of 1934, as amended, purposes as the price and voting rights do not
differentiate between the three classes. Therefore, this amendment now
refers to the shares as Common Shares of Beneficial Ownership.
SCHEDULE A
The name and present principal occupation or employment of each executive
officer and director of FMR LLC are set forth below. The business address
of each person is 245 Summer Street, Boston, Massachusetts 02210, and the
address of the corporation or organization in which such employment is
conducted is the same as this business address. All of the persons listed
below are U.S. citizens.
NAME POSITION WITH PRINCIPAL
FMR LLC OCCUPATION
Abigail P. Johnson CEO, Director, CEO, Director, & Chairman
& Chairman of the of the Board, FMR LLC
Board
Edward C. Johnson, IV Director Director, FMR LLC &
President of Pembroke
Real Estate
Gerard McGraw Director Director, FMR LLC &
Executive Vice President
John J. Remondi Director & Executive Director, FMR LLC &
Vice President Executive Vice President
Michael E. Wilens Director Director, FMR LLC &
President
Stephen C. Neff Director Director, FMR LLC
Jonathan Chiel Executive Vice President Executive Vice President
& General Counsel & General Counsel
Margaret Serravalli Chief Financial Officer Chief Financial Officer
Roger Stiles Executive Officer Executive Officer,
FMR LLC, Head of Technology
& Global Services
Joanna Rotenberg Executive Officer Executive Officer,
FMR LLC & Head of
Personal Invseting
Ronald DePoalo Executive Officer Executive Officer,
FMR LLC & Head of Fund
& Brokerage Operations
Kevin Barry Executive Officer Executive Officer,
FMR LLC & President
Bart Grenier Executive Officer Executive Officer,
FMR LLC & Head of
Asset Management
Vadim Zlotnikov Executive Officer Executive Officer,
FMR LLC & Head of
Fidelity Institutional
Tom Jessop Executive Officer Execeutive Officer,
FMR LLC & Head of Fidelity
Brokerage
Mona Vernnon Executive Officer Executive Officer,
FMR LLC & Head of Fidelity
Labs
Bill Ackerman Executive Officer Executive Officer,
FMR LLC & Head of Human
Resources
SCHEDULE C
During the past 60 days, the following transactions occurred
in the Common Shares of Beneficial Ownership for cash as set forth below.
(i) FMR Reporters effected the following transactions:
Number of Shares Price Per
Date Purchased/(Sold) Share Class
11/29/2023* 391.495 $25.54 D
11/29/2023* 391.495 $25.54 S
*On November 1, 2023, the Reporting Person's subscription to purchase Common
Shares of Beneficial Interest of the Issuer was accepted. On November 29,
2023,the number of shares being purchased by the Reporting Person was fixed
when the purchase price per share was determined by the Issuer.
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.
RULE 13d-1(k)(1) AGREEMENT
The undersigned persons, on November 29, 2023, agree and consent to the joint
filing on their behalf of this Schedule 13D in connection with their
beneficial ownership of the Common Shares of Beneficial Ownership of Fidelity
Private Credit Fund at November 29, 2023.
FMR LLC
By /s/ Stephanie J. Brown
Stephanie J. Brown
Duly authorized under Power of Attorney effective as of January 3, 2023,
by and on behalf of FMR LLC and its direct and indirect subsidiaries*
Abigail P. Johnson
By /s/ Stephanie J. Brown
Stephanie J. Brown
Duly authorized under Power of Attorney effective as of January 26, 2023,
by and on behalf of Abigail P. Johnson**
* This power of attorney is incorporated herein by reference to Exhibit 24 to
the Schedule 13G filed by FMR LLC on January 10, 2023, accession number:
0000315066-23-000003.
** This power of attorney is incorporated herein by reference to Exhibit 24 to
the Schedule 13G filed by FMR LLC on January 31, 2023, accession number:
0000315066-23-000038.