12/19/2025 | Press release | Distributed by Public on 12/19/2025 11:39
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FORM 4
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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 |
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| 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) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Koester Michael E C/O 5C LENDING PARTNERS CORP. 330 MADISON AVENUE, 20TH FLOOR NEW YORK, NY 10017 |
X | X | Co-President | |
| /s/ Pamela Chen, as Attorney-in-Fact | 12/19/2025 | |
| **Signature of Reporting Person | Date |
| * | 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. |