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 13D
Under the Securities Exchange Act of 1934
|
PennantPark Private Income Fund (Name of Issuer) |
Common Shares, Par Value $0.001 Per Share (Title of Class of Securities) |
000000000 (CUSIP Number) |
Thomas J. Friedmann One International Place, 40th Floor, 100 Oliver Street Boston, MA, 02110 (617) 728-7100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/09/2025 (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. | 000000000 |
| 1 |
Name of reporting person
Arthur H. Penn | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
55.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) In regards to row 2 above, Mr. Penn indirectly beneficially owns the securities disclosed herein by virtue of his ownership of PennantPark Private Holdings, LP.
SCHEDULE 13D
|
| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
PennantPark Private Holdings, LP | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
55.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) In regards to row 2 above, Mr. Penn indirectly beneficially owns the securities disclosed herein by virtue of his ownership of PennantPark Private Holdings, LP.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Shares, Par Value $0.001 Per Share |
| (b) | Name of Issuer:
PennantPark Private Income Fund |
| (c) | Address of Issuer's Principal Executive Offices:
1691 Michigan Avenue, Miami Beach,
FLORIDA
, 33139. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being filed by Mr. Arthur H. Penn, a natural person, and PennantPark Private Holdings, LP, a Delaware limited partnership ("Private Holdings" and, together with Mr. Penn, the "Reporting Persons" and each, a "Reporting Person"). Mr. Penn controls the governance of Private Holdings and has the majority of economic ownership of Private Holdings. |
| (b) | The principal business address of both Reporting Persons is 1691 Michigan Avenue, Miami Beach, Florida 33139. |
| (c) | The information set forth in Item 1 is incorporated herein by reference. Mr. Penn is the Chairperson and Chief Executive Officer to the Issuer and certain other funds managed by PennantPark Investment Advisers, LLC ("PPIA"). In addition, Mr. Penn serves as the managing member of PPIA and PennantPark Investment Administration, LLC ("the Issuer Administrator"). |
| (d) | During the last five years, neither Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, neither Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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) | Mr. Penn is a citizen of the United States of America. Private Holdings is formed in Delaware. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On or about September 16, 2025, Private Holdings entered into a Subscription Agreement (the "Subscription Agreement") with the Issuer pursuant to which Private Holdings purchased 1,000,000 shares of Common Shares for a total aggregate purchase price of $25,000,000.00, funded by a combination of working capital of Private Holdings and capital contributions to Private Holdings from Mr. Penn. | |
| Item 4. | Purpose of Transaction |
The information set forth in Item 2 is incorporated herein by reference. The Reporting Persons have acquired the securities reported herein for investment purposes and in furtherance of the Issuer's ability to conduct, operate and carry on the business of a business development company within the meaning of the 1940 Act. Mr. Penn has control of PennantPark Private Income Fund Advisers, LLC, the Issuer's investment adviser (the "Issuer Adviser"), and the Issuer Administrator, in his capacity as managing member of PPIA, which serves as the sole member of each of the Issuer Adviser and the Issuer Administrator. Other than as described above, neither Reporting Person has any present plans or proposals which relate to or would result in any transaction, change or event specified in clauses (a) through (j) of Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Each of Mr. Penn and Private Holdings may be deemed to beneficially own 1,000,000 shares of Common Shares of the Issuer, which represents approximately 55.0% of the shares of Common Shares outstanding, based on 1,800,000 shares of Common Shares outstanding as of December 5, 2025, as reported by the Issuer on its Registration Statement on Form 10 filed with the Securities and Exchange Commission (the "SEC") on December 5, 2025 (the "Registration Statement"). The shares of Common Shares reported herein are directly held and beneficially owned by Private Holdings. Mr. Penn, who wholly owns Private Holdings, may be deemed the beneficial owner of the shares of Common Shares directly held by Private Holdings. Mr. Penn does not directly own any shares of the Issuer other than through his ownership of Private Holdings. Mr. Penn disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this Schedule 13D shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| (b) | 1,000,000 |
| (c) | Other than as reported in this Schedule 13D or as otherwise reported by the Issuer in its Registration Statement, neither Reporting Person has effected any transaction in the class of securities reported in the past 60 days. |
| (d) | To the best knowledge of each Reporting Person, no person other than such Reporting Person, or the partners, members, affiliates or shareholders of each Reporting Person, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth in Items 2, 3 and 4 is incorporated herein by reference. Private Holdings acquired the securities reported on this Schedule 13D pursuant to (i) a seed subscription agreement dated on or around June 30, 2025 (the "Seed Agreement"), pursuant to which Private Holdings made a $10,000 seed capital contribution to the Issuer and (ii) the Subscription Agreement, pursuant to which Private Holdings funded the balance of its capital contributions to the Issuer. Private Holdings has fully funded all amounts due under the Seed Agreement and the Subscription Agreement. Except as described above, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) between the Reporting Persons and between such persons and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 Joint Filing Agreement |
| 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.
|
|
|
|
|