Joshua Baumgarten Form 3 AG Twin Brook Capital Income Fund / Joshua Baumgarten ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

ANGELO GORDON & CO., L.P.

(Last) (First) (Middle)

245 PARK AVENUE, 26TH FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2023

3. Issuer Name and Ticker or Trading Symbol
AG Twin Brook Capital Income Fund [ N/A ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common shares of beneficial interest	8,902,078.502	I	See Footnote(1)
Common shares of beneficial interest	160,610.258	I	See Footnote(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

ANGELO GORDON & CO., L.P.

(Last) (First) (Middle)

245 PARK AVENUE, 26TH FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AG GP LLC

(Last) (First) (Middle)

C/O ANGELO, GORDON & CO., L.P.

245 PARK AVENUE, 26TH FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AGTB BDC Holdings GP LLC

(Last) (First) (Middle)

C/O ANGELO, GORDON & CO., L.P.

245 PARK AVENUE, 26TH FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AGTB BDC Holdings, L.P.

(Last) (First) (Middle)

C/O ANGELO, GORDON & CO., L.P.

245 PARK AVENUE, 26TH FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Baumgarten Joshua

(Last) (First) (Middle)

C/O ANGELO, GORDON & CO., L.P.

245 PARK AVENUE, 26TH FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SCHWARTZ ADAM R

(Last) (First) (Middle)

C/O ANGELO, GORDON & CO., L.P.

245 PARK AVENUE, 26TH FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

Explanation of Responses:

1. These securities are held directly by AGTB BDC Holdings, L.P. ("BDC Holdings"). AGTB BDC Holdings GP LLC ("BDC Holdings GP") is the sole general partner of BDC Holdings, Angelo, Gordon & Co., L.P. ("Angelo Gordon") is the investment advisor to BDC Holdings and sole member of BDC Holdings GP, AG GP LLC ("AG GP") is the sole general partner of Angelo Gordon, and Mr. Baumgarten and Mr. Schwartz are the co-managing members of AG GP. Each of Messrs. Baumgarten and Schwartz, and AG GP may be deemed to control Angelo Gordon. Each of BDC Holdings GP, Angelo Gordon, AG GP and Messrs. Baumgarten and Schwartz disclaim beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein and this report shall not be deemed to be an admission that any of BDC Holdings GP, Angelo Gordon, AG GP, Mr. Baumgarten or Mr. Schwartz is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. These securities are held directly by Angelo Gordon. Joshua Baumgarten and Adam Schwartz are the co-managing members of AG GP, which is the sole general partner of Angelo Gordon. Each of Messrs. Baumgarten and Schwartz, and AG GP may be deemed to control Angelo Gordon. Each of AG GP and Messrs. Baumgarten and Schwartz disclaim beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein and this report shall not be deemed to be an admission that any of AG GP, Mr. Baumgarten or Mr. Schwartz is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Remarks:

The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Exhibits 24: Power of Attorney

	/s/ Christopher D. Moore, as Attorney-in-Fact for Joshua Baumgarten and Adam Schwartz, Managing Members of AG GP LLC, Managing Members of Angelo, Gordon & Co., L.P.	01/09/2023
	/s/ Christopher D. Moore, as Attorney-in-Fact for Joshua Baumgarten and Adam Schwartz, Managing Members of AG GP LLC, Managing Members of Angelo, Gordon & Co., L.P., Sole Member of AGTB BDC Holdings GP LLC	01/09/2023
	/s/ Christopher D. Moore, as Attorney-in-Fact for Joshua Baumgarten and Adam Schwartz, Managing Members of AG GP LLC	01/09/2023
	/s/ Christopher D. Moore, as Attorney-in-Fact for Joshua Baumgarten and Adam Schwartz, Managing Members of AG GP LLC, Managing Members of Angelo, Gordon & Co., L.P., Investment Advisor of AGTB BDC Holdings, L.P.	01/09/2023
	/s/ Christopher D. Moore, as Attorney-in-Fact for Joshua Baumgarten	01/09/2023
	/s/ Christopher D. Moore, as Attorney-in-Fact for Adam Schwartz	01/09/2023
	** Signature of Reporting Person	Date
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