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"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
Onex Direct Lending BDC Fund (Name of Issuer) |
Common Shares of beneficial interest, par value $0.001 per share (Title of Class of Securities) |
000000000 (CUSIP Number) |
Colin Sam c/o Onex Corporation, 161 Bay Street P.O. Box 700 Toronto, A6, M5J 2S1 1-416-362-7711 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/06/2026 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
Onex Corporation | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
609,508.33 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
Onex 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
609,508.33 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
Gerald W. Schwartz | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
609,508.33 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
Onex Partners V 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)
OO | ||||||||
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
Onex Partners Canadian GP Inc. | ||||||||
| 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)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Shares of beneficial interest, par value $0.001 per share |
| (b) | Name of Issuer:
Onex Direct Lending BDC Fund |
| (c) | Address of Issuer's Principal Executive Offices:
930 Sylvan Avenue, Englewood Cliffs,
NEW JERSEY
, 07632. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being jointly filed by each of the following persons (each a "Reporting Person" and, collectively, the "Reporting Persons") pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (the "SEC") pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"): (i) Onex Credit Holdings LLC, a Delaware limited liability company; (ii) Onex Corporation, an Ontario corporation, the sole member of Onex Credit Holdings LLC; (iii) Gerald W. Schwartz, a Canadian citizen and the Chairman of Onex (collectively, with Onex Credit Holdings LLC, and Onex Corporation, the "Onex Persons"); (iv) Onex Partners V GP Limited, a Cayman Islands exempted company; and (v) Onex Partners Canadian GP Inc., an Ontario corporation. |
| (b) | The principal business and principal office address of the Reporting Persons is c/o Onex Corporation, 161 Bay Street P.O. Box 700, Toronto, ON, Canada, M5J 2S1. |
| (c) | The information set forth in Schedule A with respect to the persons required to be identified in respect of Onex Corporation, Onex Partners V GP Limited and Onex Partners Canadian GP Inc. is incorporated herein by reference (such persons, the "Covered Persons"). |
| (d) | During the past five years, none of the Reporting Persons and, to the best of the Reporting Persons' knowledge, none of the Covered Persons, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the past five years, none of the Reporting Persons and, to the best of the Reporting Persons' knowledge, none of the Covered Persons, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | The information set forth in Item 2(a) is incorporated herein by reference. |
| Item 4. | Purpose of Transaction |
Item 4 of this Schedule 13D is hereby amended and supplemented by the following. REORGANIZATION Following a reorganization on February 6, 2026 (the "Restructuring"), the investment funds indirectly controlled by Onex Partners V GP Limited and Onex Partners Canadian GP Inc. no longer beneficially own any securities of the Issuer. As a result, neither Onex Partners V GP Limited nor Onex Partners Canadian GP Inc. are deemed to beneficially own any securities of the Issuer following the Restructuring. Further, following the Restructuring voting and investment decisions will be exercised independently with regard to the securities of the Issuer held of record by Convex Re Limited on the one hand and Onex Credit Holdings LLC on the other. Therefore, Convex Re Limited and Convex Group Limited will no longer jointly file a Schedule 13D with the Reporting Persons. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 of this Schedule 13D is hereby amended and restated by the following. The information contained on the cover pages is incorporated by reference to this Item 5. Onex Credit Holdings LLC, Onex Corporation and Mr. Gerald W. Schwartz may be deemed to share beneficial ownership of 609,508.33 common shares of beneficial interest, par value $0.001 per share (the "Common Shares"), representing 6.9% of the Common Shares outstanding, based on 8,859,835.14 Common Shares outstanding as of February 9, 2026, as disclosed on a Form 8-K filed by the Issuer on February 9, 2026. |
| (b) | The information contained on the cover pages is incorporated by reference to this Item 5. Onex Credit Holdings LLC is the record holder of 609,508.33 Common Shares. Onex Corporation may be deemed to beneficially own the Common Shares held by Onex Credit Holdings LLC, through its ownership of all of the equity of Onex Credit Holdings LLC. Mr. Gerald W. Schwartz, the Chairman and Founder of Onex Corporation, indirectly owns shares representing a majority of the voting rights of the shares of Onex Corporation and as such may be deemed to beneficially own all of the Common Shares beneficially owned by Onex Corporation. Mr. Schwartz disclaims any such beneficial ownership. |
| (c) | Except as set forth in Item 4 of this Schedule 13D, none of the Reporting Persons has effected any transaction in the Common Shares in the past 60 days. |
| (d) | None |
| (e) | As of February 6, 2026, Onex Partners V GP Limited and Onex Partners Canadian GP Inc. ceased to be the beneficial owner of more than five percent of the Common Shares. |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1 Schedule A - Information regarding the Covered Persons. |
| 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.
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