Sec Form 4 Filing - NATIONAL COMMERCIAL BANK @ TCG BDC II, Inc. - 2020-11-26

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)
11/26/2020
(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 11/26/2020 S( 1 ) 5,175,921.121 D $ 19.27 8,210,749.622 I See notes ( 1 ) ( 4 )
Common Stock 12/17/2020 P( 2 ) 16,221 A $ 19.61 8,226,970.622 I See notes ( 2 ) ( 4 )
Common Stock 12/17/2020 P( 3 ) 249,563 A $ 19.61 8,476,533.622 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
NCB CAPITAL CREDIT FUND I L.P.
C/O NCB CAPITAL CREDIT FUND I GP CO.
CAYMAN CORPORATE CENTRE, 27 HOSPITAL RD
GEORGE TOWN, GRAND CAYMAN, E9KY1-9008
X
NCB Capital Credit Fund I GP Co.
27 HOSPITAL ROAD, WALKERS CORPORATE LTD
CAYMAN CORPORATE CENTRE
GEORGE TOWN, GRAND CAYMAN, E9KY1-9008
X
Signatures
See Exhibit 99.1 for Signatures incorporated herein by reference 01/13/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 26, 2020, pursuant to a subscription agreement dated November 26, 2020, and an option agreement dated October 8, 2018, the Reporting Person transferred 5,175,921.121 shares of common stock of the Issuer held by it for an aggregate purchase price of $99,740,000 to NCB Capital Credit Fund I L.P. (the "Credit Fund").
( 2 )Represents 16,221 shares of common stock of the Issuer acquired by NCB Capital Company ("NCBCC") on December 17, 2020.
( 3 )Represents 249,563 shares of common stock of the Issuer acquired by the Reporting Person on December 17, 2020.
( 4 )The Reporting Person is the parent entity of NCBCC, which in turn is the sole shareholder of NCB Capital Credit Fund I GP Co., the general partner of the Credit Fund. After giving effect to the transactions reported on this Form 4, the aggregate number of shares beneficially owned by NCB is 8,476,533.622, which includes the shares of common stock of the Issuer directly owned by NCBCC and the Credit Fund. Based on the total number of shares that were issued effective on December 30, 2020, pursuant to the Issuer's capital call dated December 17, 2020 -- 49,062,820 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 on December 21, 2020 -- the percentage of common stock of the Issuer beneficially owned, in the aggregate, by the Reporting Person is 17.28%.

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

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