| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AGTB Private BDC [ N/A ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/01/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common shares of beneficial interest | 01/01/2023 | J(1) | 158,610.258 | D | $0(1) | 0 | I | See Footnote(2) | ||
| Common shares of beneficial interest | 01/01/2023 | J(1) | 8,902,078.502 | D | $0(1) | 0 | I | See Footnote(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On January 1, 2023, Issuer completed its merger (the "Merger") with AG Twin Brook Capital Income Fund, a Delaware statutory trust ("TCAP"), with TCAP continuing as the surviving company. The Merger was completed pursuant to an Agreement and Plan of Merger dated December 30, 2022, by and between TCAP and Issuer. Prior to the Merger, Issuer was an affiliated, privately-offered business development company ("BDC") managed by AGTB Fund Manager, LLC, an affiliate of Angelo, Gordon & Co., L.P. ("Angelo Gordon"). TCAP is a public, non-exchange traded BDC, with the same investment manager and investment objective as Issuer. At the effective time of the Merger, each issued and outstanding common share of beneficial interest, par value $0.001 per share, of Issuer (other than certain excluded shares) outstanding immediately prior to the effective time was converted into Class I common shares of beneficial interest, par value $0.001 per share, of TCAP on a one-for-one basis. |
| 2. Reflects shares held directly by Angelo Gordon. Joshua Baumgarten and Adam Schwartz are the co-managing members of AG GP LLC ("AG GP"), which is the sole general partner of Angelo Gordon. Each of Messrs. Baumgarten and Schwartz, and AG GP may be deemed to control Angelo Gordon. Each of AG GP and Messrs. Baumgarten and Schwartz disclaim beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, and this report shall not be deemed to be an admission that any of AG GP, Mr. Baumgarten or Mr. Schwartz is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| 3. Reflects shares held directly by AGTB BDC Holdings, L.P. ("BDC Holdings"). AGTB BDC Holdings GP LLC ("BDC Holdings GP") is the sole general partner of BDC Holdings. Angelo Gordon is the investment advisor to BDC Holdings and sole member of BDC Holdings GP. AG GP is the sole general partner of Angelo Gordon, and Mr. Baumgarten and Mr. Schwartz are the co-managing members of AG GP. Each of Messrs. Baumgarten and Schwartz, and AG GP may be deemed to control Angelo Gordon. Each of BDC Holdings GP, Angelo Gordon, AG GP and Messrs. Baumgarten and Schwartz disclaim beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein and this report shall not be deemed to be an admission that any of BDC Holdings GP, Angelo Gordon, AG GP, Mr. Baumgarten or Mr. Schwartz is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| Remarks: |
| /s/ Christopher D. Moore, as Attorney-in-Fact for Joshua Baumgarten | 01/09/2023 | |
| /s/ Christopher D. Moore, as Attorney-in-Fact for Joshua Baumgarten and Adam Schwartz, Managing Members of AG GP LLC, Managing Members of Angelo, Gordon & Co., L.P., Investment Advisor of AGTB BDC Holdings, L.P. | 01/09/2023 | |
| /s/ Christopher D. Moore, as Attorney-in-Fact for Joshua Baumgarten and Adam Schwartz, Managing Members of AG GP LLC, Managing Members of Angelo, Gordon & Co., L.P. | 01/09/2023 | |
| /s/ Christopher D. Moore, as Attorney-in-Fact for Adam Schwartz | 01/09/2023 | |
| /s/ Christopher D. Moore, as Attorney-in-Fact for Joshua Baumgarten and Adam Schwartz, Managing Members of AG GP LLC, Managing Members of Angelo, Gordon & Co., L.P., Sole Member of AGTB BDC Holdings GP LLC | 01/09/2023 | |
| /s/ Christopher D. Moore, as Attorney-in-Fact for Joshua Baumgarten and Adam Schwartz, Managing Members of AG GP LLC | 01/09/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||