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5C Lending Partners Corp.

12/19/2025 | Press release | Distributed by Public on 12/19/2025 11:39

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Koester Michael E
2. Issuer Name and Ticker or Trading Symbol
5C Lending Partners Corp. [NONE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Co-President
(Last) (First) (Middle)
C/O 5C LENDING PARTNERS CORP., 330 MADISON AVENUE, 20TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
12/17/2025
(Street)
NEW YORK, NY 10017
4. If Amendment, Date Original Filed (Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Shares of Common Stock, par value $0.001 per share 12/17/2025 A 5,556(1) A $25.23 103,826(2) D
Shares of Common Stock, par value $0.001 per share 12/17/2025 A 1,389(1) A $25.23 26,962(3)(4) I See Footnotes 3 and 4
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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
Koester Michael E
C/O 5C LENDING PARTNERS CORP.
330 MADISON AVENUE, 20TH FLOOR
NEW YORK, NY 10017
X X Co-President

Signatures

/s/ Pamela Chen, as Attorney-in-Fact 12/19/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The reported securities were acquired in connection with a $40,000,000 capital call by the Company, with the remaining uncalled portion of the Reporting Person's capital commitment to the Company to be drawn down over time at the discretion of the Company in exchange for additional shares of Common Stock at its then-current net asset value.
(2) The reported securities include 98,269 shares of Common Stock previously reported by the Reporting Person as indirectly held through 5C Founders LP ("5C"), which were received by the Reporting Person in a pro rata distribution by 5C, which was exempt from Section 16 pursuant to Rule 16a-9 (the "5C Distribution").
(3) The reported securities include 24,567 shares of Common Stock directly held by The 2022 Koester Family Trust (the "Trust"), which were received by the Trust in the 5C Distribution. The Reporting Person disclaims beneficial ownership of the securities held by the Trust except to the extent of his pecuniary interest therein.
(4) The reported securities include 1,005 shares of Common Stock previously reported directly held by 5C Investment Partners LP ("5CLP"), which is an affiliate of the investment adviser to the Issuer (the "Advisor"). The Reporting Person shares investment control of 5CLP and the Advisor and, as such, may be deemed to beneficially own the securities directly held by 5CLP, but disclaims such ownership except to the extent of his pecuniary interest therein.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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