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.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| Palmer Square Capital BDC Inc. | |
| (Name of Issuer) | |
| Common Stock | |
| (Title of Class of Securities) | |
| Not Applicable | |
| (CUSIP Number) | |
| October 1, 2021 | |
| (Date of Event Which Requires Filing of this Statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: | |
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
|
| |
| * | 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 the disclosures provided in a prior cover page. |
The information required in 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 (the “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).
| 1. |
NAMES OF REPORTING PERSONS
Caravel Holdings LLC | ||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
| |
| 3. |
SEC USE ONLY
| ||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
0 | ||
| 6. |
SHARED VOTING POWER
3,983,289.83 | |||
| 7. |
SOLE DISPOSITIVE POWER
0 | |||
| 8. |
SHARED DISPOSITIVE POWER
3,983,289.83 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,983,289.83 | ||
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ | |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.14% | ||
| 12. |
TYPE OF REPORTING PERSON
OO | ||
2
| 1. |
NAMES OF REPORTING PERSONS
Seaboard Foods LLC | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐
| |
| 3. |
SEC USE ONLY
| ||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Oklahoma | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
0 | ||
| 6. |
SHARED VOTING POWER
3,983,289.83 | |||
| 7. |
SOLE DISPOSITIVE POWER
0 | |||
| 8. |
SHARED DISPOSITIVE POWER
3,983,289.83 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,983,289.83 | ||
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
| |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.14% | ||
| 12. |
TYPE OF REPORTING PERSON
OO | ||
3
| 1. |
NAMES OF REPORTING PERSONS
Seaboard Corporation | ||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
| |
| 3. |
SEC USE ONLY
| ||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
0 | ||
| 6. |
SHARED VOTING POWER
3,983,289.83 | |||
| 7. |
SOLE DISPOSITIVE POWER
0 | |||
| 8. |
SHARED DISPOSITIVE POWER
3,983,289.83 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,983,289.83 | ||
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
| |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.14% | ||
| 12. |
TYPE OF REPORTING PERSON
CO | ||
4
| Item 1(a). | Name of Issuer: |
Palmer Square Capital BDC Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
1900 Shawnee Mission Parkway, Suite 315, Mission Woods, Kansas 66205
| Item 2(a). | Name of Person Filing: |
Caravel
Holdings LLC
Seaboard Foods LLC
Seaboard Corporation
The shares are owned directly by Caravel Holdings LLC, which is a wholly owned subsidiary of Seaboard Foods LLC, which is a wholly owned subsidiary of Seaboard Corporation (collectively with Caravel Holdings LLC and Seaboard Foods LLC, the “Reporting Persons”). The Reporting Persons have entered into a joint filing agreement, dated as of March 25, 2020, a copy of which is attached to the Reporting Persons’ initial filing on Schedule 13G with respect to the issuer’s securities filed on March 25, 2020.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
9000 West 67th Street, Merriam, Kansas 66202
| Item 2(c). | Citizenship: |
Caravel
Holdings LLC - Delaware
Seaboard Foods LLC - Oklahoma
Seaboard Corporation - Delaware
| Item 2(d). | Title of Class of Securities: |
Common Stock, $0.001 par value
| Item 2(e) | CUSIP Number: |
Not Applicable
| Item 3. | If this Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a: |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | ☐ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); |
| (j) | ☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:_______________
5
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1:
| (a) | Amount beneficially owned: |
3,983,289.83 shares deemed beneficially owned by Caravel Holdings LLC
3,983,289.83 shares deemed beneficially owned by Seaboard Foods LLC
3,983,289.83 shares deemed beneficially owned by Seaboard Corporation
| (b) | Percent of class: |
19.14% deemed beneficially owned by Caravel Holdings LLC
19.14% deemed beneficially owned by Seaboard Foods LLC
19.14% deemed beneficially owned by Seaboard Corporation
| (c) | Number of shares as to which Caravel Holdings LLC has: |
| (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 3,983,289.83 |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 3,983,289.83 |
Number of shares as to which Seaboard Foods LLC has:
| (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 3,983,289.83 |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 3,983,289.83 |
Number of shares as to which Seaboard Corporation has:
| (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 3,983,289.83 |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 3,983,289.83 |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐
Not Applicable.
6
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
| Item 9. | Notice of Dissolution of Group. |
Not Applicable
| Item 10. | Certifications. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
7
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.
| October 18, 2021 | |
| Date | |
| Caravel Holdings LLC | /s/ David M. Becker |
| Signature | |
| David M. Becker | |
| Vice President | |
| Name/Title | |
| Seaboard Foods LLC | /s/ David M. Becker |
| Signature | |
| David M. Becker | |
| Vice President | |
| Name/Title | |
| Seaboard Corporation | /s/ David M. Becker |
| Signature | |
| David M. Becker | |
| Executive Vice President | |
| Name/Title |
8