Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
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(Name
of Issuer)
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Common
Stock, Par Value $0.001 Per Share
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(Title
of Class of Securities)
|
|
(CUSIP
Number)
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Lawrence
E. Golub
c/o
Golub Capital BDC, Inc.
150
South Wacker Drive, Suite 800
Chicago,
IL 60606
(312)
205-5050
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
|
|
(Date
of Event which Requires Filing of this Statement)
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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. ¨
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom copies are to
be sent.
*
|
The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover
page.
|
The
information required in 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,
as amended (“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).
CUSIP
No. 38173M 102
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1
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Name
of Reporting Person
Lawrence
E. Golub
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2
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Check
the Appropriate Box if a Member of a Group
(a)
¨ (b)
¨
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3
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SEC
Use Only
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4
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Source
of Funds
PF
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5
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
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6
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Citizenship
or Place of Organization
United
States
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
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7
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Sole
Voting Power
630,636
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8
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Shared
Voting Power
0
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9
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Sole
Dispositive Power
133,333
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10
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Shared
Dispositive Power
8,984,863
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person
9,118,196
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12
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Check if the Aggregate Amount
in Row (11) Excludes Certain Shares ¨
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13
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Percentage
of Class Represented by Amount in Row (11)
52.4%
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14
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Type
of Reporting Person
IN
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Item
1. Security and Issuer.
This
statement on Schedule 13D relates to the Common Stock, par value $0.001 per
share (“Common Stock”), of Golub Capital BDC, Inc., a Delaware corporation (the
“Issuer”). The address of the principal executive offices of the
Issuer is 150 South Wacker Drive, Suite 800, Chicago, IL 60606.
Item
2. Identity and Background.
(a)
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This
statement on Schedule 13D is being filed pursuant to Rule 13d-1 under the
Securities and Exchange Act of 1934, as amended, by Lawrence E. Golub
(“Mr. Golub”).
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(b)
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The
business address of Mr. Golub is c/o Golub Capital BDC, Inc., 150 South
Wacker Drive, Suite 800, Chicago, IL
60606.
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(c)
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Mr.
Golub is the Chairman of Golub Capital and also serves as the Chairman and
a member of the Board of Directors of the Issuer. The address
of the principal executive offices of Golub Capital is 551 Madison Avenue,
New York, New York 10022 and the address of the principal executive
offices of the Issuer is 150 South Wacker Drive, Suite 800, Chicago, IL
60606.
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(d)
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During
the last five years, Mr. Golub has not been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
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(e)
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During
the last five years, Mr. Golub has not been 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.
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(f) Mr.
Golub is a United States citizen.
Item
3. Source and Amount of Funds or Other
Consideration.
On April
20, 2010, 555 Madison Investors II, LLC, an entity controlled by Mr. Golub,
purchased 133,333 shares of Common Stock for the benefit of Mr. Golub for an
aggregate amount of $1,933,328.50 using Mr. Golub’s personal
funds. Although he does not currently intend to do so, Mr. Golub may
seek to borrow funds to finance subsequent purchases of shares of Common
Stock.
Item
4. Purpose of Transaction.
Mr. Golub
acquired the shares of Common Stock solely for investment
purposes. Mr. Golub may make additional purchases of the Issuer’s
securities in the open market, in private transactions or otherwise depending on
the Issuer’s business, prospects and financial condition, the market for the
Issuer’s securities, general economic conditions, money and stock market
conditions and other future developments. Mr. Golub reserves the
right to dispose of some or all of his shares of Common Stock in the open
market, in private transactions or otherwise.
Item
5. Interest in Securities of the Issuer.
As of the
date hereof, Mr. Golub may be deemed to be the beneficial owner of 9,118,196
shares of Common Stock, representing 52.4% of the total issued and outstanding
shares of Common Stock. As set forth below, Mr. Golub’s beneficial
ownership of 9,118,196 shares of Common Stock is comprised of his indirect
beneficial ownership of the 133,333 shares of Common Stock purchased by 555
Madison Investors II, LLC for his benefit and his indirect beneficial ownership
of the 8,984,863 shares of Common Stock owned directly by Golub Capital Company
IV, LLC, Golub Capital Company V LLC, Golub Capital Company VI LLC and GEMS
Fund, L.P. All percentages set forth in this statement on Schedule
13D are based upon the 17,407,444 shares of Common Stock issued and outstanding
as of the date hereof.
Mr. Golub
is the indirect beneficial owner of the 133,333 shares of Common Stock purchased
by 555 Madison Investors II, LLC for his benefit and has sole voting power and
sole dispositive power over these shares.
Mr. Golub
also indirectly beneficially owns 497,303 shares of Common Stock through
investments in Golub Capital Company IV, LLC, Golub Capital Company V LLC, Golub
Capital Company VI LLC and GEMS Fund, L.P., which directly own 1,981,791,
3,486,217, 1,764,807 and 1,752,048 shares of Common Stock,
respectively. Mr. Golub has sole voting power over these 497,303
shares, as the voting rights to the Common Stock owned by each entity have been
passed through to the members or limited partners of each
entity. Together with the 133,333 shares purchased by 555 Madison
Investors II, LLC for his benefit on April 20, 2010, Mr. Golub has sole voting
power over 630,636 shares of Common Stock.
Mr.
Golub, together with David B. Golub, is a control person of Golub Capital
Management LLC, the investment advisor of Golub Capital Company IV, LLC, Golub
Capital Company V LLC and Golub Capital Company VI LLC and is a control person
of GC Advisors LLC, the investment advisor of GEMS Fund, L.P. Due to
his control of Golub Capital Company IV, LLC, Golub Capital Company V LLC, Golub
Capital Company VI LLC and GEMS Fund, L.P., Mr. Golub may be viewed as having
shared dispositive power over all of the 8,984,863 shares of Common Stock owned
directly by such entities although voting rights to the Common Stock have been
passed through to the members or limited partners of each
entity. Each entity received shares of Common Stock in exchange for
the limited liability company interests each owned in Golub Capital BDC LLC, the
Issuer’s predecessor entity, upon the conversion of the Issuer from a Delaware
limited liability company to a Delaware corporation on April 13,
2010. Mr. Golub disclaims beneficial ownership of such shares of
Common Stock except to the extent of his pecuniary interest therein, which
interest is set forth above.
Item
6. Contracts, Arrangement, Understanding or Relationships with
Respect to Securities of the Issuer.
Each of
the 9,118,196 shares of Common Stock over which Mr. Golub has beneficial
ownership is subject to a lock-up agreement, that provides, among other things,
that such shares shall not be offered, pledged, sold or otherwise disposed of
for a restricted period of 180 days after April 14, 2010, unless certain waivers
are obtained. This 180-day restricted period may be extended if (i)
during the last 17 days of such 180-day restricted period, the Issuer issues an
earnings release or material news or a material event relating to the Issuer
occurs or (ii) prior to the expiration of such 180-day restricted period, the
Issuer announces that it will release earnings results or becomes aware that
material news or a material event will occur during the 16-day period beginning
on the last day of such 180-day restricted period. In such event, the
restrictions on transfer of the Common Stock shall continue to apply until the
expiration of the 18-day period beginning on the date of issuance of the
earnings release or the occurrence of the material news or material event, as
the case may be.
Item
7. Material to Be Filed as Exhibits.
None.
SIGNATURES
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.
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April 30, 2010
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Date
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/s/ Lawrence E. Golub
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Signature
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Lawrence E. Golub
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Name
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