Sec Form 3 Filing - Global Atlantic Financial Group Ltd @ BC Partners Lending Corp - 2021-02-01

Insider filing report for Changes in Beneficial Ownership
"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>>
FORM 3
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Global Atlantic Financial Group Ltd
2. Issuer Name and Ticker or Trading Symbol
BC Partners Lending Corp [ BCPL]
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)
C/O GLOBAL ATLANTIC FINANCIAL COMPANY, 4 WORLD TRADE CENTER, 150 GREENWICH ST.
3. Date of Earliest Transaction (MM/DD/YY)
02/01/2021
(Street)
NEW YORK, NY10007
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 402,516.387 I See footnotes ( 1 ) ( 2 ) ( 3 )
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
Global Atlantic Financial Group Ltd
C/O GLOBAL ATLANTIC FINANCIAL COMPANY
4 WORLD TRADE CENTER, 150 GREENWICH ST.
NEW YORK, NY10007
X
COMMONWEALTH ANNUITY & LIFE INSURANCE Co
C/O GLOBAL ATLANTIC FINANCIAL COMPANY
4 WORLD TRADE CENTER, 150 GREENWICH ST.
NEW YORK, NY10007
X
Global Atlantic (Fin) Co
C/O GLOBAL ATLANTIC FINANCIAL COMPANY
4 WORLD TRADE CENTER, 150 GREENWICH ST.
NEW YORK, NY10007
X
Global Atlantic Financial Ltd
C/O GLOBAL ATLANTIC FINANCIAL COMPANY
4 WORLD TRADE CENTER, 150 GREENWICH ST.
NEW YORK, NY10007
X
Global Atlantic Financial Group LLC
C/O GLOBAL ATLANTIC FINANCIAL COMPANY
4 WORLD TRADE CENTER, 150 GREENWICH ST.
NEW YORK, NY10007
X
Signatures
GLOBAL ATLANTIC FINANCIAL GROUP LIMITED, By: /s/ Kathryn Freund Name: Kathryn Freund, Title: VP, Assistant GC and Assistant Secretary 02/11/2021
Signature of Reporting Person Date
COMMONWEALTH ANNUITY AND LIFE INSURANCE COMPANY, By: /s/ Kathryn Freund Name: Kathryn Freund, Title: SVP, Associate GC and Secretary 02/11/2021
Signature of Reporting Person Date
GLOBAL ATLANTIC (FIN) COMPANY, By: /s/ Kathryn Freund Name: Kathryn Freund, Title: SVP and Assistant Secretary 02/11/2021
Signature of Reporting Person Date
GLOBAL ATLANTIC FINANCIAL LIMITED, By: /s/ Kathryn Freund Name: Kathryn Freund, Title: Vice President and Assistant Secretary 02/11/2021
Signature of Reporting Person Date
THE GLOBAL ATLANTIC FINANCIAL GROUP LLC, By: /s/ Kathryn Freund Name: Kathryn Freund, Title: SVP, Associate GC and Secretary 02/11/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities reported herein are held by Forethought Life Insurance Company ("Forethought"). Commonwealth Annuity and Life Insurance Company ("Commonwealth") is the sole owner of Forethought. Global Atlantic (Fin) Company ("Global Fin") is the sole owner of Commonwealth. Global Atlantic Financial Limited ("GAFL") is the sole owner of Global Fin. Global Atlantic Financial Group Limited ("Group Limited") is the sole owner of GAFL. The Global Atlantic Financial Group LLC ("GA LLC") is the sole shareholder of Group Limited.
( 2 )KKR Magnolia Holdings LLC ("Magnolia") is the sole voting member of GA LLC. KKR Group Assets Holdings L.P. ("KKR Group Assets") is the sole member of Magnolia. KKR Group Asset GP LLC (KKR Assets GP") is the general partner of KKR Group Assets. KKR Group Partnership is the sole member of KKR Assets GP. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP.
( 3 )Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

Remarks:
This Form 3 is being filed in connection with the acquisition by KKR & Co. Inc. and certain of its affiliates ("KKR") of Global Atlantic Financial Group, a retirement and life insurance company ("Global Atlantic"), on February 1, 2021. In connection with that acquisition, for purposes of Section 16 of the Exchange Act, KKR may be deemed to have become the beneficial owner of the securities beneficially owned by Global Atlantic and its subsidiaries, including those owned by Forethought Life Insurance Company, including the securities of the Issuer.Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 3.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.