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. 4)
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Investcorp Credit Management BDC, Inc.
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(Name of Issuer)
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Common Stock, $0.001 Par Value Per Share
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(Title of Class of Securities)
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12574Q103
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(CUSIP Number)
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Investcorp BDC Holdings Limited
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Century Yard
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Cricket Square, P.O. Box 1111
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Grant Cayman KY1-1102, Cayman Islands BWI
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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August 27, 2021
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(Date of Event Which Requires Filing of this Statement)
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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 ORGA
NIZATION
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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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907,987 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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907,987 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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907,987 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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6.5%
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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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907,987 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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907,987 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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907,987 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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6.5%
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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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907,987 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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907,987 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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907,987 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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6.5%
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14
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TYPE OF REPORTING PERS
ON (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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Investcorp S.A.
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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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||||
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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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|||
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||||
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8
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SHARED VOTING POWER
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907,987 shares of Common Stock
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|||
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||||
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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
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SHARED DISPOSITIVE POWER
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907,987 shares of Common Stock
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|||
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||||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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907,987 shares of Common Stock
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|||
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||||
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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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||||
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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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6.5%
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|||
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||||
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
CO
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|||
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||||
Explanatory Note
This Amendment No. 4 (“Amendment No. 4”) 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, December 7, 2019 and March 23, 2020, the “Prior Filing”, and as amended by this Amendment No. 4, the “Statement”). Except as specifically provided herein, this Amendment No. 4 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.
| Item 5. |
Interest in Securities of the Issuer
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(a), (b) See cover page for IBDC. As of the date hereof, IBDC owns 907,987 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 that IBDC purchased 399,210 shares of Common Stock from the Cyrus Funds on
August 27, 2021 for $6.27 per share.
| Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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As described in the Original Filing, ICM entered into separate voting agreements (the “Voting Agreements”) with (i) certain funds managed by Cyrus Capital Partners, L.P. (the “Cyrus Funds”) and (ii)
Stifel Venture Corp. (“Stifel”), as well as Right of First Offer Agreements (the “ROFO Agreements”) with (i) the Cyrus Funds and (ii) Stifel. The ROFO Agreements terminated according to their terms on December 26, 2020. The Voting Agreements
terminated according to their terms on August 30, 2021.
As a result of the termination of these arrangements, the Reporting Persons no longer may be deemed to be part of a group with the Cyrus Funds or Stifel and, as a result, the Reporting Person no
longer are reporting voting or dispositive power over shares of Common Stock owned by the Cryus Funds or Stifel.
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Trade Date
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Entity
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Purchase or Sale
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Quantity
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Price
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Price Ranges
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8/27/21
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IBDC
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Purchase
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399,210
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$6.27
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Not applicable
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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: August 31, 2021 | ||||
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INVESTCORP BDC HOLDINGS LIMITED
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INVESTCORP CREDIT MANAGEMENT US LLC
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By:
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/s/ Patrick Maloney
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By:
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/s/ Patrick Maloney
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Name: Patrick Maloney
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Name: Patrick Maloney
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Title: Attorney-in-fact
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Title: General Counsel
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SIPCO HOLDINGS LIMITED
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INVESTCORP S.A.
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By:
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/s/ Patrick Maloney
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By:
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/s/ Patrick Maloney
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Name: Patrick Maloney
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Name: Patrick Maloney
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|||
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Title: Attorney-in-fact
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Title: Attorney-in-fact
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