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"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 1)*
|
Bain Capital Private Credit (Name of Issuer) |
Class I Common Shares of Beneficial Interest, par value $0.01 per share (Title of Class of Securities) |
000000000 (CUSIP Number) |
03/31/2026 (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)
|
SCHEDULE 13G
|
| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons
Bain Capital Credit, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,798,614.66 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
17.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The percent of class is calculated based on 38,946,354.89 shares of Class I Common Shares of Beneficial Interest, par value $0.01 per share ("Common Shares") outstanding as of March 31, 2026, based on information provided by the Issuer.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Bain Capital Private Credit | |
| (b) | Address of issuer's principal executive offices:
200 Clarendon Street, 37th Floor, Boston, MASSACHUSETTS, 02116 | |
| Item 2. | ||
| (a) | Name of person filing:
Bain Capital Credit, LP | |
| (b) | Address or principal business office or, if none, residence:
200 Clarendon Street, Boston, MA 02116 | |
| (c) | Citizenship:
See response to row 4 on the cover page. | |
| (d) | Title of class of securities:
Class I Common Shares of Beneficial Interest, par value $0.01 per share | |
| (e) | CUSIP No.:
| |
| 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 associations 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 of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See response to row 9 on the cover page. Bain Capital Credit, LP (the "Reporting Person") previously filed a Schedule 13D with the Securities and Exchange Commission on April 28, 2025 (the "Schedule 13D") related to the Common Shares of the Issuer subject to a power of attorney with a managed account client. Pursuant to such power of attorney, the acquisition of Common Shares was a temporary investment through Bain Capital Private Credit Offshore Access Fund, L.P., solely for cash management purposes pending capital calls by an unrelated vehicle, and dispositions of the reported securities are dictated solely by such capital calls. Further, the Reporting Person has limited ministerial investment powers as the power of attorney requires that any voting or investment decisions with respect to the reported securities be approved by the managed account client. Accordingly, the Reporting Person disclaims beneficial ownership but filed the Schedule 13D pursuant to an agreement with the managed account client. As a registered investment advisor who is acting in the ordinary course of business and not with the purpose or effect of changing or influencing the control of the Issuer, or in connection with or as a participant in any transaction having such purpose or effect, the Reporting Person is, and at all times has been, eligible to make such filing on an institutional Schedule 13G. In this regard, this Schedule 13G is a deemed amendment of the original filing on Schedule 13D. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934 (the "Act"), the Reporting Person declares that filing this statement shall not be construed as an admission that the Reporting Person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13G, and, such beneficial ownership is expressly disclaimed by the Reporting Person. | |
| (b) | Percent of class:
See response to row 11 on the cover page. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See response to row 5 on the cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See response to row 6 on the cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See response to row 7 on the cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See response to row 8 on the cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The information set forth in Item 4(a) of this Schedule 13G is hereby incorporated by reference into this Item 6. | ||
| 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 acquired and are held in the ordinary course of business and 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. |
| 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.
|
|
|