Sec Form 4 Filing - Golub Lawrence E @ Golub Capital BDC, Inc. - 2013-05-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Golub Lawrence E 2. Issuer Name and Ticker or Trading Symbol Golub Capital BDC, Inc. [ GBDC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman (Last) (First) (Middle) C/O GOLUB CAPITAL BDC, INC., 150 SOUTH WACKER DRIVE, SUITE 800 3. Date of Earliest Transaction (MM/DD/YY) 05/07/2013 (Street) CHICAGO, IL60606 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.001 per share 05/07/2013 P 269,033 A $ 17.47 382,241 I By GCI Development LLC ( 1 ) Common Stock, par value $0.001 per share 05/07/2013 S 764,808 D $ 17.47 0 I By Golub Capital Company IV, LLC ( 2 ) Common Stock, par value $0.001 per share 1,135,853 I By Golub Capital Company VI LLC ( 3 ) Common Stock, par value $0.001 per share 1,794 I By GC Investment Management LLC ( 4 ) Common Stock, par value $0.001 per share 162,974 I By 555 Madison Investors IV, LLC ( 5 ) Common Stock, par value $0.001 per share 120,990 I By Whitehall Capital Investors IV, LLC ( 6 ) Common Stock, par value $0.001 per share 2,291,784 I By Golub Capital Company V LLC ( 7 ) Common Stock, par value $0.001 per share 3,493 I By GEMS Associates LLC ( 8 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Golub Lawrence E C/O GOLUB CAPITAL BDC, INC. 150 SOUTH WACKER DRIVE, SUITE 800 CHICAGO, IL60606 X X Chairman Signatures /s/ Lawrence E. Golub 05/09/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Due to his control of and ownership interest in GCI Development LLC, Mr. Golub may be viewed as having investment power over all of the shares owned by such entity. On May 7, 2013, GCI Development LLC purchased an aggregate of 269,033 shares from Golub Capital Company IV, LLC at $17.47 per share. These shares will be held for the benefit of employees of Golub Capital and vest subject to certain adjustments as specified by the terms of the compensation arrangements. Mr. Golub disclaims beneficial ownership of such shares of Common Stock held by GCI Development LLC except to the extent of his pecuniary interest therein. ( 2 )Mr. Golub is a control person of Golub Capital LLC, the investment advisor of Golub Capital Company IV, LLC. On May 7, 2013, Golub Capital Company IV, LLC sold in block trades to two funds, for which an entity controlled by Mr. Golub serves as a non-discretionary sub-adviser, an aggregate of 57,241 shares of Common Stock at a price of $17.47 per share. Also on May 7, 2013, Golub Capital Company IV, LLC sold an aggregate of 707,567 shares of Common Stock at a price of $17.47 to Golub Capital Employee Grant Program Rabbi Trust and GCI Development LLC. The shares purchased by these entities will be utilized for awarding incentive compensation to employees of Golub Capital. Golub Capital Company IV, LLC completed these sales because it is in the process of winding down and returning remaining capital to its limited partners. ( 3 )Mr. Golub is a control person of Golub Capital LLC, the investment advisor of Golub Capital Company VI LLC. Due to his control of and ownership interest in Golub Capital Company VI LLC, which directly owns 1,135,853 shares of Common Stock of the Issuer, Mr. Golub may be viewed as having investment power over all of the shares owned by such entity although voting rights to the Common Stock have been passed through to the members of Golub Capital Company VI LLC. Mr. Golub disclaims beneficial ownership of such shares of Common Stock except to the extent of his pecuniary interest therein. ( 4 )Due to his control of and ownership interest in GC Investment Management LLC, Mr. Golub may be viewed as having investment power over all of the shares owned by such entity. These shares will be held for the benefit of employees of GC Investment Management LLC and vest subject to certain adjustments as specified by the terms of the compensation arrangements, Mr. Golub disclaims beneficial ownership of such shares of Common Stock held by GC Investment Management LLC except to the extent of his pecuniary interest therein. ( 5 )The shares reported herein are directly beneficially owned by 555 Madison Investors IV, LLC and held for the benefit of Mr. Golub. ( 6 )The shares reported herein are directly beneficially owned by Whitehall Capital Investors IV, LLC and held for the benefit of Mr. Golub. ( 7 )Mr. Golub is a control person of Golub Capital LLC, the investment advisor of Golub Capital Company V LLC. Due to his control of and ownership interest in Golub Capital Company V LLC, which directly owns 2,291,784 shares of Common Stock of the Issuer, Mr. Golub may be viewed as having investment power over all of the shares owned by such entity although voting rights to the Common Stock have been passed through to the members of Golub Capital Company V LLC. Mr. Golub disclaims beneficial ownership of such shares of Common Stock except to the extent of his pecuniary interest therein. ( 8 )Mr. Golub is a control person of GEMS Associates LLC, the general partner of GEMS Fund, L.P. Due to his control of and ownership interest in GEMS Associates LLC, Mr. Golub may be viewed as having investment power over all of the shares owned by such entity.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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