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
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Investcorp Credit Management BDC, Inc.
(Name of Issuer)
Common Stock, $0.001 Par Value Per Share
(Title of Class of Securities)
12574Q103
(CUSIP Number)
Investcorp BDC Holdings Limited
Century Yard
Cricket Square, P.O. Box 1111
Grant Cayman KY1-1102, Cayman Islands BWI
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 20, 2020
(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
Rule 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 (“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).
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CUSIP No. 12574Q103
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1
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NAMES OF REPORTING PERSONS
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Investcorp Credit Management US LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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| Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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| -0- |
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8
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SHARED VOTING POWER
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6,416,179 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
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-0-
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10
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SHARED DISPOSITIVE POWER
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6,416,179 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,416,179 shares of Common Stock
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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| 46.3% |
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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| OO |
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CUSIP No. 12574Q103
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1
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NAMES OF REPORTING PERSONS
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Investcorp BDC Holdings Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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| OO |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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| Cayman Islands |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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-0-
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8
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SHARED VOTING POWER
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| 6,416,179 shares of Common Stock |
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9
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SOLE DISPOSITIVE POWER
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-0-
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10
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SHARED DISPOSITIVE POWER
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6,416,179 shares of Common Stock
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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6,416,179 shares of Common Stock
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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| 46.3% |
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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| CO |
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CUSIP No. 12574Q103
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1
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NAMES OF REPORTING PERSONS
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SIPCO Holdings Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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| OO |
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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| Cayman Islands |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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-0-
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8
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SHARED VOTING POWER
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6,416,179 shares of Common Stock
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9
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SOLE DISPOSITIVE POWER
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-0-
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|||
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||||
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10
|
SHARED DISPOSITIVE POWER
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6,416,179 shares of Common Stock
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||||
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11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
||
|
6,416,179 shares of Common Stock
|
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||||
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12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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||||
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13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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| 46.3% |
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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| CO |
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CUSIP No. 12574Q103
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
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Investcorp S.A.
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|||
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||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☒
|
||||
|
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|
||||
|
3
|
SEC USE ONLY
|
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|
|||
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|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
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||
|
OO
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|
|||
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|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
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|
||||
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||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
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Cayman Islands
|
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|
|||
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|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
-0-
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
6,416,179 shares of Common Stock
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
-0-
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
6,416,179 shares of Common Stock
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
6,416,179 shares of Common Stock
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
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46.3%
|
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|
|||
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||||
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14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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| CO |
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Explanatory Note
This Amendment No. 3 (“Amendment No. 3”) to Schedule 13D (this “Schedule 13D”) relates to beneficial ownership of certain shares of common stock, par value $0.001 per share (the “Common
Stock”) of Investcorp Credit Management BDC, Inc., a Maryland corporation (the “Issuer” or the “Company”), and amends the initial statement on Schedule 13D filed by the reporting persons on October 4, 2019 (as amended prior to
the date hereof, including on October 7, 2019 and December 7, 2019, the “Prior Filing”, and as amended by this Amendment No. 3, the “Statement”). Except as specifically provided herein, this Amendment No. 3 does not modify any of the
information previously reported in the Original Filing. Capitalized terms used but not defined have the meaning given them in the Original Filing.
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Item 5.
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Interest in Securities of the Issuer
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(a), (b) See cover page for IBDC. As of the date hereof, IBDC owns 416,175 shares of Common Stock purchased in open market and private transactions.
(c) None of the Reporting Persons has effected any transaction in shares of Common Stock during the past 60 days, except as otherwise disclosed on Schedule A hereto.
Schedule A
Set forth below is a list of open market transactions in shares of the Common Stock which have been effected by the Reporting Persons in the past 60 days. All such transactions were open market transactions. The
prices reported below are weighted average prices. The shares were sold in multiple transactions at prices in the ranges reported below. The Reporting Persons undertake to provide to the Company, any security holder of the Company, or the staff
of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth below.
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Trade Date
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Entity
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Purchase or Sale
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Quantity
|
Weighted Average Price
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Price Ranges
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1/21/20
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IBDC
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Purchase
|
1,449
|
$7.0238
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$7.00 – $7.04
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1/22/20
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IBDC
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Purchase
|
800
|
$7.0281
|
$7.02 – $7.03
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1/23/20
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IBDC
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Purchase
|
2,048
|
$7.0776
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$7.04 – $7.11
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1/24/20
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IBDC
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Purchase
|
1,100
|
$7.1236
|
$7.115 – $7.15
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1/27/20
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IBDC
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Purchase
|
1,400
|
$7.1186
|
$7.06 – $7.15
|
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1/28/20
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IBDC
|
Purchase
|
1,600
|
$7.0644
|
$7.02 – $7.14
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1/29/20
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IBDC
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Purchase
|
1,000
|
$7.0400
|
$7.03 – $7.05
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1/30/20
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IBDC
|
Purchase
|
1,723
|
$7.0500
|
$7.01 – $7.10
|
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1/31/20
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IBDC
|
Purchase
|
1,700
|
$7.1062
|
$7.07 – $7.14
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2/3/20
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IBDC
|
Purchase
|
1,928
|
$7.0623
|
$7.03 – $7.125
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2/4/20
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IBDC
|
Purchase
|
2,048
|
$4.1300
|
$7.10 – $7.16
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2/5/20
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IBDC
|
Purchase
|
1,900
|
$7.1171
|
$7.10 – $7.13
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2/6/20
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IBDC
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Purchase
|
2,048
|
$7.2168
|
$7.15 – $7.25
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2/7/20
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IBDC
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Purchase
|
1,906
|
$7.2499
|
$7.21 – $7.27
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2/10/20
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IBDC
|
Purchase
|
2,048
|
$7.3314
|
$7.27 – $7.38
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2/11/20
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IBDC
|
Purchase
|
1,821
|
$7.3224
|
$7.26 – $7.38
|
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2/12/20
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IBDC
|
Purchase
|
1,870
|
$7.3646
|
$7.28 – $7.40
|
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2/13/20
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IBDC
|
Purchase
|
1,800
|
$7.3772
|
$7.30 – $7.47
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2/14/20
|
< div style="text-align: center">IBDC |
Purchase
|
1,838
|
$7.4292
|
$7.39 – $7.45
|
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2/18/20
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IBDC
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Purchase
|
1,294
|
$7.3819
|
$7.35 – $7.46
|
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2/19/20
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IBDC
|
Purchase
|
2,048
|
$7.5205
|
$7.495 – $7.62
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2/20/20
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IBDC
|
Purchase
|
1,300
|
$7.6150
|
$7.55 – $7.66
|
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2/21/20
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IBDC
|
Purchase
|
2,048
|
$7.6202
|
$7.57 – $7.69
|
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2/24/20
|
IBDC
|
Purchase
|
1,815
|
$7.5467
|
$7.49 – $7.64
|
|
2/25/20
|
IBDC
|
Purchase
|
1,900
|
$7.5124
|
$7.49 – $7.54
|
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2/26/20
|
IBDC
|
Purchase
|
1,200
|
$7.4675
|
$7.45 – $7.48
|
|
2/27/20
|
IBDC
|
Purchase
|
1,500
|
$7.3197
|
$7.24 – $7.42
|
|
2/28/20
|
IBDC
|
Purchase
|
2,023
|
$7.1049
|
$7.01 – $7.22
|
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3/2/20
|
IBDC
|
Purchase
|
1,954
|
$6.8677
|
$6.81 – $6.99
|
|
3/2/20
|
IBDC
|
Purchase
|
113,500
|
$10.15
|
—
|
|
3/3/20
|
IBDC
|
Purchase
|
2,048
|
$6.8735
|
$6.71 – $6.92
|
|
3/4/20
|
IBDC
|
Purchase
|
500
|
$6.9980
|
$6.94 – $7.06
|
|
3/5/20
|
IBDC
|
Purchase
|
2,048
|
$7.0715
|
$7.00 – $7.10
|
|
3/6/20
|
IBDC
|
Purchase
|
2,048
|
$6.7184
|
$6.63 – $6.86
|
|
3/9/20
|
IBDC
|
Purchase
|
1,900
|
$6.6584
|
$6.60 – $6.78
|
|
3/10/20
|
IBDC
|
Purchase
|
988
|
$6.5985
|
$6.50 – $6.65
|
|
3/11/20
|
IBDC
|
Purchase
|
1,949
|
$6.4123
|
$5.93 – $6.56
|
|
3/12/20
|
IBDC
|
Purchase
|
3,080
|
$4.0210
|
$3.25 – $4.755
|
|
3/13/20
|
IBDC
|
Purchase
|
2,995
|
$3.6067
|
$3.09 – $4.00
|
|
3/16/20
|
IBDC
|
Purchase
|
2,800
|
$2.8845
|
$2.65 – $3.01
|
|
3/17/20
|
IBDC
|
Purchase
|
2,974
|
$2.5501
|
$2.41 – $2.67
|
|
3/18/20
|
IBDC
|
Purchase
|
2,759
|
$1.9794
|
$1.65 – $2.59
|
|
3/19/20
|
IBDC
|
Purchase
|
2,801
|
$1.9580
|
$1.93 – $1.98
|
|
3/20/20
|
IBDC
|
Purchase
|
2,700
|
$2.4467
|
$2.38 – $2.50
|
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this amendment is true, complete and correct.
Dated: March 23, 2020
|
INVESTCORP BDC HOLDINGS LIMITED
|
INVESTCORP CREDIT MANAGEMENT US LLC
|
|||
|
By:
|
/s/ Patrick Maloney
|
By:
|
/s/ Patrick Maloney
|
|
|
Name: Patrick Maloney
|
Name: Patrick Maloney
|
|||
|
Title: Attorney-in-fact
|
Title: General Counsel
|
|||
|
SIPCO HOLDINGS LIMITED
|
INVESTCORP S.A.
|
|||
|
By:
|
/s/ Patrick Maloney
|
By:
|
/s/ Patrick Maloney
|
|
|
Name: Patrick Maloney
|
Name: Patrick Maloney
|
|||
|
Title: Attorney-in-fact
|
Title: Attorney-in-fact
|
|||