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
Bain Capital Specialty Finance, Inc. [ BCSF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/23/2019 | ||||||||||||||||||||||||||
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 Stock | 07/23/2019 | J(1) | 1,731,234.83 | D | $0 | 8,696,252.67 | I | See Footnotes(2)(3) |
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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Explanation of Responses: |
1. Distribution on July 23, 2019 of 1,731,234.83 shares of the Issuer's common stock ("Common Stock") by BCSF Holdings, LP ("BCSF Holdings"), for no consideration, to one of its limited partners. |
2. As of July 24, 2019, shares of Common Stock are directly held by the following entities: (a) 7,293,065.48 by Bain Capital Distressed and Special Situations 2016 (F), L.P. ("F Holdings"), whose general partner is Bain Capital Distressed and Special Situations 2016 Investors (F), L.P. ("F Holdings GP"), and (b) 1,403,187.19 by Bain Capital Credit Holdings (MRF), L.P. ("MRF Holdings" and together with BCSF Holdings and F Holdings, the "Funds"), whose general partner is Bain Capital Credit Holdings Investors (MRF), LP ("MRF Holdings GP"). As of July 23, 2019, BCSF Holdings, whose general partner is BCSF Holdings Investors, L.P. ("BCSF Holdings GP"), ceased to be the record owner of any shares of the Issuer's Common Stock. Bain Capital Credit Member, LLC ("BCCM") is the general partner of BCSF Holdings GP, F Holdings GP and MRF Holdings GP. |
3. As of July 24, 2019, BCCM may be deemed to share beneficial ownership of all 8,696,252.67 shares of Common Stock held of record by the Funds, but disclaims beneficial ownership of such shares, except to the extent of its respective pecuniary interest therein. |
Bain Capital Credit Member, LLC, by /s/ Michael Treisman, General Counsel | 07/24/2019 | |
Bain Capital Distressed and Special Situations 2016 (F), L.P., by Bain Capital Distressed and Special Situations 2016 (F), L.P., its general partner, by Bain Capital Credit Member, LLC, its general partner, by /s/ Michael Treisman, General Counsel | 07/24/2019 | |
** 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. |