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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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Lincoln Bain Capital Total Credit Fund (Name of Issuer) |
Class I, Class A, Class D and Class IS shares of beneficial interest, no par value per share (Title of Class of Securities) |
53287N300 (CUSIP Number) |
Samuel K. Goldstein, Esq. 150 N. Radnor Chester Road, Radnor, PA, 19087-5221 (484) 583-8711 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/14/2026 (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
|
| CUSIP No. | 53287N300 |
| 1 |
Name of reporting person
Lincoln National 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
INDIANA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,237,272.66 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.21 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
Items 8, 10, 11, and 13: The Lincoln National Life Insurance Company, an Indiana corporation ("LNL"), directly owns the following shares of beneficial interests in the Issuer: 5,234,135.36 Class I shares of beneficial interests ("Class I Shares"), 1,044.08 Class A shares of beneficial interests ("Class A Shares"), 1,045.95 Class D shares of beneficial interests ("Class D Shares"), and 1,047.28 Class IS shares of beneficial interests ("Class IS Shares" and, together with the Class I Shares, Class A Shares and Class D Shares, the "Shares"). Based on information provided by the Issuer as of the date of this Schedule 13D filing, LNL owns 17.20% of the Class I Shares outstanding, 100% of the Class A Shares outstanding, 100% of the Class D Shares outstanding, and 100% of the Class IS Shares outstanding. LNL is a wholly owned subsidiary of its parent holding company, Lincoln National Corporation, an Indiana corporation ("LNC"), which may be deemed to be an indirect beneficial owner of the reported securities.
SCHEDULE 13D
|
| CUSIP No. | 53287N300 |
| 1 |
Name of reporting person
The Lincoln National Life Insurance Company | ||||||||
| 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
INDIANA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,237,272.66 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.21 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IC |
Comment for Type of Reporting Person:
Items 8, 10, 11, and 13: LNL directly owns the following shares of beneficial interests in the Issuer: 5,234,135.36 Class I Shares, 1,044.08 Class A Shares, 1,045.95 Class D Shares and 1,047.28 Class IS Shares. Based on information provided by the Issuer as of the date of this Schedule 13D filing, LNL owns 17.20% of the Class I Shares outstanding, 100% of the Class A Shares outstanding, 100% of the Class D Shares outstanding, and 100% of the Class IS Shares outstanding. LNL is a wholly owned subsidiary of its parent holding company, LNC, which may be deemed to be an indirect beneficial owner of the reported securities.
SCHEDULE 13D
|
| CUSIP No. | 53287N300 |
| 1 |
Name of reporting person
Lincoln Financial Investments 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
TENNESSEE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
19,954,569.64 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
65.58 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
Items 8, 10, and 11: These Class I Shares are owned directly by certain series of the Lincoln Variable Insurance Products Trust (the "Trust"), an investment company registered with the U.S. Securities and Exchange Commission under the Investment Company Act of 1940, as amended. Lincoln Financial Investments Corporation ("LFI" and together with LNL and LNC, the "Reporting Persons"), a registered investment adviser under the Investment Advisers Act of 1940, as amended, serves as the investment adviser to each such series of the Trust, and may be deemed to have beneficial ownership of the Class I Shares reported herein as being directly by each such series of the Trust. Item 13: Percent of class calculated based on 30,422,840.35 Class I Shares outstanding as of the date of this Schedule 13D filing.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class I, Class A, Class D and Class IS shares of beneficial interest, no par value per share | |
| (b) | Name of Issuer:
Lincoln Bain Capital Total Credit Fund | |
| (c) | Address of Issuer's Principal Executive Offices:
1301 South Harrison Street, Fort Wayne,
INDIANA
, 46802. | |
Item 1 Comment:
EXPLANATORY NOTE This Amendment No. 1 (this "Amendment") amends and supplements certain of the information included in the Schedule 13D relating to the Shares filed by the Reporting Persons with the Securities and Exchange Commission (the "SEC") on April 20, 2026 (the "Initial 13D" and as amended by this Amendment, this "Schedule 13D"). Capitalized terms not otherwise defined herein have the meanings given to them in the Initial 13D. Except as otherwise provided herein, the information set forth in the Initial 13D remains unchanged. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Initial 13D is hereby amended and supplemented as follows: On May 07, 2026, the following series of the Trust, for which LFI acts as investment adviser, acquired Class I Shares of the Issuer automatically, and without investment discretion, pursuant to the Issuer's dividend reinvestment plan at a price per share of $10.18 in the amounts and for the aggregate purchase price as set forth below: Shares acquired Aggregate purchase price 1: LVIP Global Growth Allocation Managed Risk Fund: 47,611.23 $484,682.33 2: LVIP Global Moderate Allocation Managed Risk Fund: 39,684.41 $403,987.33 3: LVIP U.S. Growth Allocation Managed Risk Fund: 16,786.78 $170,889.39 4: LVIP Global Conservative Allocation Managed Risk Fund: 7,258.56 $73,892.12 5: LVIP Global Aggressive Growth Allocation Managed Risk Fund: 2,600.24 $26,470.44 6: LVIP U.S. Aggressive Growth Allocation Managed Risk Fund: 1,874.27 $19,080.04 On May 07, 2026, LNL acquired Class A Shares of the Issuer automatically, and without investment discretion, pursuant to the Issuer's dividend reinvestment plan at a price per share of $9.79 and for the aggregate purchase price of $62.93. On May 07, 2026, LNL acquired Class D Shares of the Issuer automatically, and without investment discretion, pursuant to the Issuer's dividend reinvestment plan at a price per share of $9.80 and for the aggregate purchase price of $66.09. On May 07, 2026, LNL acquired Class I Shares of the Issuer automatically, and without investment discretion, pursuant to the Issuer's dividend reinvestment plan at a price per share of $10.18 and for the aggregate purchase price of $352,511.01. On May 07, 2026, LNL acquired Class IS Shares of the Issuer automatically, and without investment discretion, pursuant to the Issuer's dividend reinvestment plan at a price per share of $9.80 and for the aggregate purchase price of $68.34. On May 14, 2026, the following series of the Trust, for which LFI acts as investment adviser, acquired Class I Shares from the working capital of the Issuer at the purchase price per share of $10.21 in the amounts and at the aggregate purchase price as set forth below: Shares acquired Aggregate purchase price 1: LVIP Global Growth Allocation Managed Risk Fund: 933,112.78 $9,527,081.43 2: LVIP Global Moderate Allocation Managed Risk Fund: 928,813.35 $9,483,184.25 3: LVIP U.S. Growth Allocation Managed Risk Fund: 327,421.03 $3,342,968.75 4: LVIP Global Conservative Allocation Managed Risk Fund: 259,232.67 $2,646,765.57 | ||
| Item 5. | Interest in Securities of the Issuer | |
| (c) | Item 5(c) of the Initial 13D is hereby amended and restated as follows: The information set forth in Item 3 is incorporated herein by reference. Except as described in this Schedule 13D, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, without independent verification, any of the persons listed on Schedule A, has effected any transaction in the Shares during the past 60 days. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information included in Items 3, 4 and 5 of this Schedule 13D is incorporated by reference herein, as applicable. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1: Joint Filing Agreement dated April 15, 2026 among the Reporting Persons to the Initial 13D filed on April 20, 2026 is incorporated herein by reference. Exhibit 2: Investment Management Agreement dated February 28, 2025, between the Issuer and LFI (Exhibit 25(g)(1) to the Issuer's Registration Statement on Form N-2 filed with the Securities and Exchange Commission on July 11, 2025 and incorporated herein by reference). Exhibit 3: Sub-Advisory Agreement dated March 4, 2025, among the Issuer, LFI and BCSF Advisors, LP (Exhibit 25(g)(2) to the Issuer's Registration Statement on Form N-2 filed with the Securities and Exchange Commission on July 11, 2025 and incorporated herein by reference). Exhibit 4: Amended and Restated Expense Limitation Agreement dated August 15, 2025, between the Issuer and LFI (Exhibit 25(k)(4) to the Issuer's Registration Statement on Form N-2 filed with the Securities and Exchange Commission on September 2, 2025 and incorporated herein by reference). Exhibit 5: Management Fee Waiver Agreement dated January 9, 2026, between the Issuer and LFI (Exhibit 25(k)(5) to the Issuer's Registration Statement on Form N-2 filed with the Securities and Exchange Commission on January 29, 2026 and incorporated herein by reference). Exhibit 6: Amended and Restated Administration Agreement dated August 1, 2025, between the Issuer and LNL (Exhibit 25(k)(1) to the Issuer's Registration Statement on Form N-2 filed with the Securities and Exchange Commission on July 11, 2025 and incorporated herein by reference). | ||
| 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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