Sec Form 13D Filing - SPC Field Partners LLC @ Stone Point Credit Corp

Sec Form 13D Filing - SPC Field Partners LLC filing for Stone Point Credit CorpStone Point Credit Corp - 2021-04-07

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.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Stone Point Credit Corporation

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

N/A

(CUSIP Number)

20 Horseneck Lane

Greenwich, CT 06830

Attn: Jacqueline Giammarco

(203) 862-2900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 30, 2021

(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 (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).

CUSIP No. NONE


1.		Names of Reporting Persons SPC Field Partners LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)

SPC Field Credit GP Holdings LLC (“SPC Field Credit”), a Delaware limited liability company, is the direct beneficial owner of 553,446.641 shares of common stock (“Shares”) of Stone Point Credit Corporation (the “Issuer”). Because SPC Field Partners LLC (“SPC Field”) controls SPC Field Credit, it could also be deemed to share power to vote and dispose or direct the disposition of such Shares, and therefore SPC Field could be deemed to be the indirect beneficial owner of the Shares. SPC Wilson Point L.P. (“SPC Wilson Point”), a Cayman Islands exempted company with limited liability, is the direct beneficial owner of 920,108.918 Shares. Overland Point, LLC (“Overland Point”), a Delaware limited liability company, is the direct beneficial owner of 368,043.566 Shares. Overland Point, L.P. (“Overland Point LP”), a Delaware limited partnership, is the parent company of Overland Point. Stone Point GP Ltd. (“Stone Point GP”), a Cayman Islands exempted Company with limited liability, is the general partner of SPC Wilson Point, and Overland Point GP, LLC (“Overland Point GP), a Delaware limited liability company, is the general partner of Overland Point. Stone Point Credit Adviser LLC (“Stone Point Credit”), a Delaware limited liability company, is the direct beneficial owner of 50 Shares of the Issuer, and is the investment manager of both SPC Wilson Point and Overland Point LP. Because SPC Field controls Stone Point Credit, it could also be deemed to share the power to vote and dispose or direct the disposition of such Shares, and therefore SPC Field could be deemed to be the indirect beneficial owners of the Shares.

CUSIP No. NONE


1.		Names of Reporting Persons SPC Field Credit GP Holdings LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP No. NONE


1.		Names of Reporting Persons SPC Wilson Point, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

CUSIP No. NONE


1.		Names of Reporting Persons Stone Point GP Ltd.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

(1)

SPC Wilson Point is the direct beneficial owner of 920,108.918 Shares of the Issuer. Stone Point GP is the general partner of SPC Wilson Point, and as such may also be deemed to be the beneficial owner of these Shares. Overland Point is the direct beneficial owner of 368,043.566 Shares of the Issuer. Stone Point GP controls Overland Point GP, the general partner of Overland Point LP, which is the parent company of Overland Point, and as such, may also be deemed to be the beneficial owner of these Shares.

CUSIP No. NONE


1.		Names of Reporting Persons Overland Point, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

CUSIP No. NONE


1.		Names of Reporting Persons Overland Point, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Overland Point is the direct beneficial owner of 368,043.566 Shares of the Issuer. Overland Point is a wholly-owned subsidiary of Overland Point LP, and as such Overland Point LP may also be deemed to be the beneficial owner of these Shares.

CUSIP No. NONE


1.		Names of Reporting Persons Overland Point GP, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Overland Point is the direct beneficial owner of 368,043.566 Shares of the Issuer. Overland Point is a wholly-owned subsidiary of Overland Point LP. Overland Point GP is the general partner of Overland Point and as such may also be deemed to be the beneficial owner of these Shares.

CUSIP No. NONE


1.		Names of Reporting Persons Stone Point Credit Adviser LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)

Stone Point Credit Adviser is the direct beneficial owner of 50 Shares of the Issuer. SPC Wilson Point is the direct beneficial owner of 920,108.918 Shares of the Issuer. Overland Point is the direct beneficial owner of 368,043.566 Shares of the Issuer. Overland Point LP is the parent company of Overland Point. Stone Point Credit Adviser is the investment manager of SPC Wilson Point and Overland Point LP, and as such may also be deemed to be the beneficial owner of these Shares. As of January 1, 2021 the investment manager of SPC Wilson Point and Overland Point changed from Stone Point Capital LLC to Stone Point Credit Adviser LLC. Prior filings dated February 9, 2021 and January 4, 2021 inadvertently attributed beneficial ownership reported therein to Stone Point Capital LLC rather than Stone Point Credit Adviser LLC.

CUSIP No. NONE


1.		Names of Reporting Persons Stone Point Credit Management LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)

Stone Point Credit Adviser is the direct beneficial owner of 50 Shares of the Issuer. SPC Wilson Point is the direct beneficial owner of 920,108.918 Shares of the Issuer. Overland Point is the direct beneficial owner of 368,043.566 Shares of the Issuer. Overland Point LP is the parent company of Overland Point. Stone Point Credit Adviser is the investment manager of SPC Wilson Point and Overland Point LP. Stone Point Credit Adviser LLC is a wholly-owned subsidiary of Stone Point Credit Management LLC, which is a subsidiary of Stone Point Credit LLC, which is a subsidiary of Stone Point Credit Holdings LLC, which is a wholly-owned subsidiary of SPC Field Credit Holdings LLC, which is a subsidiary of SPC Field Partners LLC. As such, SPC Credit Management LLC may also be deemed to be the beneficial owner of these Shares.

CUSIP No. NONE


1.		Names of Reporting Persons Stone Point Credit LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)

Stone Point Credit Adviser is the direct beneficial owner of 50 Shares of the Issuer. SPC Wilson Point is the direct beneficial owner of 920,108.918 Shares of the Issuer. Overland Point is the direct beneficial owner of 368,043.566 Shares of the Issuer. Overland Point LP is the parent company of Overland Point. Stone Point Credit Adviser is the investment manager of SPC Wilson Point and Overland Point LP. Stone Point Credit Adviser LLC is a wholly-owned subsidiary of Stone Point Credit Management LLC, which is a subsidiary of Stone Point Credit LLC, which is a subsidiary of Stone Point Credit Holdings LLC, which is a wholly-owned subsidiary of SPC Field Credit Holdings LLC, which is a subsidiary of SPC Field Partners LLC. As such, Stone Point Credit LLC may also be deemed to be the beneficial owner of these Shares.

CUSIP No. NONE


1.		Names of Reporting Persons Stone Point Credit Holdings LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)

Stone Point Credit Adviser is the direct beneficial owner of 50 Shares of the Issuer. SPC Wilson Point is the direct beneficial owner of 920,108.918 Shares of the Issuer. Overland Point is the direct beneficial owner of 368,043.566 Shares of the Issuer. Overland Point LP is the parent company of Overland Point. Stone Point Credit Adviser is the investment manager of SPC Wilson Point and Overland Point LP. Stone Point Credit Adviser LLC is a wholly-owned subsidiary of Stone Point Credit Management LLC, which is a subsidiary of Stone Point Credit LLC, which is a subsidiary of Stone Point Credit Holdings LLC, which is a wholly-owned subsidiary of SPC Field Credit Holdings LLC, which is a subsidiary of SPC Field Partners LLC. As such, Stone Point Credit Holdings LLC may also be deemed to be the beneficial owner of these Shares.

CUSIP No. NONE


1.		Names of Reporting Persons SPC Field Credit Holdings LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)

Stone Point Credit Adviser is the direct beneficial owner of 50 Shares of the Issuer. SPC Wilson Point is the direct beneficial owner of 920,108.918 Shares of the Issuer. Overland Point is the direct beneficial owner of 368,043.566 Shares of the Issuer. Overland Point LP is the parent company of Overland Point. Stone Point Credit Adviser is the investment manager of SPC Wilson Point and Overland Point LP. Stone Point Credit Adviser LLC is a wholly-owned subsidiary of Stone Point Credit Management LLC, which is a subsidiary of Stone Point Credit LLC, which is a subsidiary of Stone Point Credit Holdings LLC, which is a wholly-owned subsidiary of SPC Field Credit Holdings LLC, which is a subsidiary of SPC Field Partners LLC. As such, SPC Field Credit Holdings LLC may also be deemed to be the beneficial owner of these Shares.

CUSIP No. NONE

Item 1. Security and Issuer

This Amendment to Schedule 13D (as amendment, this “Schedule 13D”) is jointly filed by and on behalf of each of the Reporting Persons to amend the Schedule 13D related to shares of common stock, par value $0.001 per share (the “Common Stock”) of Stone Point Credit Corporation, a Delaware corporation (the “Issuer”) initially filed with the Securities and Exchange Commission (the “SEC”) on January 4, 2021. Each capitalized term used and not defined herein shall have the meeting assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

Item 5. Interest in Securities of the Issuer

Based on the most recent information available to the Reporting Persons, including current reports on Form 8-K filed by the Issuer on December 28, 2020, February 9, 2021, March 2, 2021 and April 1, 2021, there were 7,912,383.07 shares of common stock outstanding as of April 1, 2021.

All of the Shares reported herein were acquired in the Private Placements. In connection with the Private Placements, on December 24, 2020, the Reporting Persons purchased the Shares at a price of $20.00 per share of common stock. In connection with the Private Placements, on February 4, 2021, the Reporting Persons purchased the Shares at a price of $19.39 per share of common stock. In connection with the Private Placements, on March 30, 2021, the Reporting Persons purchased the Shares at a price of $19.49 per share of common stock.


Shares Deemed to be Beneficially Owned by:	Nature of Ownership	Percentage of Class
(A) SPC Field Partners, LLC 1,841,649.125	Shared Voting and Shared Dispositive Power (1)		23.28	%
(B) SPC Field Credit GP Holdings LLC 553,446.641	Shared Voting and Shared Dispositive Power (2)		6.99	%
(C) SPC Wilson Point, L.P. 920,108.918	Shared Voting and Shared Dispositive Power (3)		11.63	%
(D) Stone Point GP Ltd. 1,288,152.484	Shared Voting and Shared Dispositive Power (4)		16.28	%
(E) Overland Point, LLC 368,043.566	Shared Voting and Shared Dispositive Power (5)		4.65	%
(F) Overland Point, L.P. 368,043.566	Shared Voting and Shared Dispositive Power (6)		4.65	%
(G) Overland Point GP, LLC 368,043.566	Shared Voting and Shared Dispositive Power (7)		4.65	%
(H) Stone Point Credit Adviser LLC 1,288,202.484	Sole Voting and Sole Dispositive Power (8) Shared Voting and Shared Dispositive Power (8)		16.28	%
(I) Stone Point Credit Management LLC 1,288,202.484	Shared Voting and Shared Dispositive Power (9)		16.28	%
(J) Stone Point Credit LLC 1,288,202.484	Shared Voting and Shared Dispositive Power (10)		16.28	%
(K) Stone Point Credit Holdings LLC 1,288,202.484	Shared Voting and Shared Dispositive Power (11)		16.28	%
(L) SPC Field Credit Holdings LLC 1,288,202.484	Shared Voting and Shared Dispositive Power (12)		16.28	%

(1)

SPC Field Credit is the direct beneficial owner of 553,446.641 Shares. Because SPC Field is the controlling party of SPC Field Credit, it could also be deemed to share power to vote and dispose or direct the disposition of such Shares, and therefore SPC Field could be deemed to be the indirect beneficial owner of the Shares. SPC Wilson Point is the direct beneficial owner of 920,108.918 Shares and Overland Point is the direct beneficial owner of 368,043.566 Shares. Overland Point LP is the parent company of Overland Point. Stone Point GP is the general partner of SPC Wilson Point and Overland Point GP is the general partner of Overland Point LP. Stone Point Credit is the investment manager of both SPC Wilson Point and Overland Point LP. Because SPC Field is the controlling party of Stone Point Credit, it could also be deemed to share the power to vote and dispose or direct the disposition of such Shares, and therefore SPC Field could be deemed to be the indirect beneficial owners of the Shares.

(2)	SPC Field Credit is the direct beneficial owner of 553,446.641 Shares.

CUSIP No. NONE

(3)	SPC Wilson Point is the direct beneficial owner of 920,108.918 Shares.

(4)

Stone Point GP is the general partner of SPC Wilson Point, and as such, has the authority to exercise voting or dispositive power with respect to shares of its portfolio companies, including the Shares. Stone Point GP controls Overland Point GP, the general partner of Overland Point LP, which is the parent company of Overland Point. Stone Point GP could be deemed to share the power to vote and dispose or direct the disposition of such Shares.

(5)	Overland Point is the direct beneficial owner of 368,043.566 Shares.

(6)

Overland Point LP is the parent company of Overland Point, and, as such, has the authority to exercise voting or dispositive power with respect to shares of its portfolio companies, including the Shares. Overland Point LP could be deemed to share the power to vote and dispose or direct the disposition of such Shares.

(7)

Overland Point GP is the general partner of Overland Point LP, and, as such, has the authority to exercise voting or dispositive power with respect to shares of its portfolio companies, including the Shares. Overland Point GP could be deemed to share the power to vote and dispose or direct the disposition of such Shares.

(8)

Stone Point Credit Adviser is the direct beneficial owner of 50 Shares of the Issuer for which it has sole voting and sole dispositive power. Because Stone Point Credit Adviser LLC is the investment manager of both SPC Wilson Point and Overland Point LP, and, as such, has the authority to exercise voting or dispositive power with respect to shares of the portfolio companies held by SPC Wilson Point and Overland Point, including the Shares, it could be deemed to share the power to vote and dispose or direct the disposition of such Shares. As of January 1, 2021, the investment manager of SPC Wilson Point and Overland Point changed from Stone Point Capital LLC to Stone Point Credit Adviser LLC. Prior filings dated February 9, 2021 and January 4, 2021 inadvertently attributed beneficial ownership reported therein to Stone Point Capital LLC rather than Stone Point Credit Adviser LLC.

(9)	Because Stone Point Credit Management LLC wholly owns Stone Point Credit Adviser, the investment manager of SPC Wilson Point and Overland Point LP, Stone Point Credit Management LLC could be deemed to share the power to vote and dispose or direct the disposition of such shares.

(10)

Because Stone Point Credit LLC is the controlling party of Stone Point Credit Management LLC, which wholly owns Stone Point Credit Adviser, the investment manager of SPC Wilson Point and Overland Point LP, Stone Point Credit LLC could be deemed to share the power to vote and dispose or direct the disposition of such shares.

(11)

Because Stone Point Credit Holdings LLC is the controlling party of Stone Point Credit LLC, which is the controlling party of Stone Point Credit Management LLC, which wholly owns Stone Point Credit Adviser, the investment manager of SPC Wilson Point and Overland Point LP, Stone Point Credit Holdings LLC could be deemed to share the power to vote and dispose or direct the disposition of such shares.

(12)

Because SPC Field Credit Holdings LLC is the controlling party of Stone Point Credit Holdings LLC, which is the controlling party of Stone Point Credit LLC, which is the controlling party of Stone Point Credit Management LLC, which wholly owns Stone Point Credit Adviser, the investment manager of SPC Wilson Point and Overland Point LP, SPC Field Credit Holdings LLC could be deemed to share the power to vote and dispose or direct the disposition of such shares.

Item 7. Material to Be Filed as Exhibits

The following exhibits have been previously filed as set forth below and is incorporated by reference herein:

Exhibit 1—Form of Subscription Agreement – previously filed as Exhibit 10.7 to the Registration Statement on Form 10 (File No. 000-56209) filed on November 25, 2020.

Exhibit 2—Joint Filing Agreement – filed herewith.

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.


SPC Field Partners LLC

By:		/s/ Jacqueline M. Giammarco
		Name: Jacqueline M. Giammarco
		Title: Vice President

SPC Field Credit GP Holdings LLC

By: SPC Field Partners LLC, its managing member

By:		/s/ Jacqueline M. Giammarco
		Name: Jacqueline M. Giammarco
		Title: Vice President

SPC Wilson Point, L.P.

By: Stone Point GP Ltd., its general partner

By:		/s/ Jacqueline M. Giammarco
		Name: Jacqueline M. Giammarco
		Title: Vice President

Stone Point GP Ltd.

By:		/s/ Jacqueline M. Giammarco
		Name: Jacqueline M. Giammarco
		Title: Vice President

Overland Point, LLC

By:		/s/ Jacqueline M. Giammarco
		Name: Jacqueline M. Giammarco
		Title: Assistant Secretary

Overland Point, L.P.

Overland Point GP, LLC, its General Partner

By: Stone Point GP Ltd., its sole member

By: /s/ Jacqueline M. Giammarco
Name: Jacqueline M. Giammarco
Title: Vice President

Overland Point GP, LLC


By: Stone Point GP Ltd., its Sole Member

By:		/s/ Jacqueline M. Giammarco
Name: Jaqueline M. Giammarco
Title: Vice President

Stone Point Credit Adviser LLC

By:		/s/ Jacqueline M. Giammarco
		Name: Jacqueline M. Giammarco
		Title: Chief Compliance Officer

Stone Point Credit Management LLC

By:		/s/ Jacqueline M. Giammarco
		Name: Jacqueline M. Giammarco
		Title: Chief Compliance Officer

Stone Point Credit LLC

By:		/s/ Jacqueline M. Giammarco
		Name: Jacqueline M. Giammarco
		Title: Chief Compliance Officer

Stone Point Credit Holdings LLC

By:		/s/ Jacqueline M. Giammarco
		Name: Jacqueline M. Giammarco
		Title: Chief Compliance Officer

SPC Field Credit Holdings LLC

By:		/s/ Jacqueline M. Giammarco
		Name: Jacqueline M. Giammarco
		Title: Chief Compliance Officer

Dated: April 7, 2021

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

0

Shared Voting Power

1,841,649.125

Sole Dispositive Power

0

Shared Dispositive Power

1,841,649.125