Sec Form 4 Filing - NATIONAL COMMERCIAL BANK @ TCG BDC II, Inc. - 2019-12-13

Insider filing report for Changes in Beneficial Ownership
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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
NATIONAL COMMERCIAL BANK
2. Issuer Name and Ticker or Trading Symbol
TCG BDC II, Inc. [ NONE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
KING ABDUL AZIZ STREET, P.O. BOX 3555
3. Date of Earliest Transaction (MM/DD/YY)
12/13/2019
(Street)
JEDDAH, T021481
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 12/13/2019 P( 1 ) 12,914 A $ 20.49 5,967,961.431 I See notes ( 1 ) ( 3 ) ( 4 )
Common Stock 12/13/2019 P( 2 ) 198,682 A $ 20.49 6,166,643.431 ( 4 ) D
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
NATIONAL COMMERCIAL BANK
KING ABDUL AZIZ STREET
P.O. BOX 3555
JEDDAH, T021481
X
NCB CAPITAL Co
4TH FLOOR TOWER B, NCB REGIONAL BUILDING
KING SAUD ROAD, P.O. BOX 22216
RIYADH, T011495
X
Signatures
THE NATIONAL COMMERCIAL BANK By: /s/ Ali Shubbar Name: Ali Shubbar Title: Head, Treasury Operations & Bahrain Operations 12/19/2019
Signature of Reporting Person Date
NCB CAPITAL COMPANY By: /s/ Wisam Fasihaldin Name: Wisam Fasihaldin Title: Chief Finance Officer 12/19/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 12,914 shares of common stock of the Issuer acquired by the Joint Filer on December 13, 2019.
( 2 )Represents 198,682 shares of common stock of the Issuer acquired by the Reporting Person on December 13, 2019.
( 3 )The Reporting Person is the parent entity of the Joint Filer. After giving effect to the acquisitions reported on this Form 4, the aggregate number of shares beneficially owned by the Reporting Person is 6,166,643.431, which includes the shares of common stock of the Issuer owned by the Joint Filer. Based on the total number of shares that will be issued effective on or around December 26, 2019 pursuant to the Issuer's capital call dated December 13, 2019 - 36,769,223 shares of common stock of the Issuer as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on December 16, 2019 --, the percentage of common stock of the Issuer beneficially owned, in the aggregate, by the Reporting Person will be 16.77%.
( 4 )Based on the total number outstanding shares of common stock of the Issuer as of November 6, 2019, as disclosed in the Issuer's Current Report on Form 8-K filed with the SEC on October 28, 2019 (35,549,112), the percentage of the outstanding shares of common stock beneficially owned, in the aggregate, by the Reporting Person is 17.35% (including the shares of common stock directly held by the Joint Filer). In the previous Form 4 filed on October 30, 2019, the amount of securities that was reported to have been beneficially owned following the reported transactions by the Reporting Person was 5,995,047.431. This amount was the result of an inadvertent clerical error. The correct amount that should have been reported was 5,955,047.431.

Remarks:
Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference.

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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